Ben 10 IS the Element of Insanity
by MinecraftianKing414
Summary: Ben thought he could getaway from him.He was DEAD wrong.When albedo comes to equestria but he doesn't know that when he came through the portal he wasn't the onlythe one's that came with him are 7 of the recently deceased but now they are looking for compatible hosts but the only compatible hosts here are the main 6 and Ben but also Albedo decides to help for a change will it work?
1. prologe

**BEN 10 meets the Elements Of Insanity**

characters:

Ben 10: Omniverse with ultimate function re-uploaded, Twilight Sparkle: Brutalight Sparcake, Applejack: Applepills, Fluttershy: Fluttershout, Rarity: Rarifruit, Pinkie Pie: Pinkis cupcake, Rainbow Dash: Rainbine and some more characters that i can't be bothered to write down.

Once upon a time, there were six ponies known as the main six and the main six were friends with a human. they were part of the elements of were capable of transforming nightmare moon back to princess Luna, and were also able to reform discord, the master of chaos, thanks to the help of Ben. they truly knew the art of friendship and courage being magic. But something went terribly, terribly wrong.

 **chapter 1: the stranger**

It all started when twilight sparkle had invited her friends to an abandon castle last nightmare night. They threw a huge party with the help of the party pony herself, Pinkie Pie. Every pony in Ponyville were invited and were having a blast. Especially Twilight and her pony friends.

Twilight and her friends dressed a little differently then they dressed last Nightmare Night. Rainbow dash was dressed as an assassin. Pinkie Pie was dressed as a bee. Rarity was dressed as a spider woman. Apple jack was dressed as a scarecrow. Fluttershy was dressed as a butterfly. Ben was transformed as Whampire for the party. And finally, Twilight was dressed as a magician. She desperately wanted to dress as star swirl the bearded again, but after the sarcastic comments and nonstop snickering she received last Nightmare Night, she didn't feel comfortable dressing like that anymore.

Anyway, Twilight was having a nice,friendly,positive,conversation with her friends and Ben who is still transformed as Whampire.

"For the last time rainbow, Zecora is not a giraffe,she's a Zebra!"Twilight yelled.

"She is a giraffe! she had stripes!"Rainbow yelled

"Rainbow she is not a giraffe! and even if she was i would be able to tell the difference between a zebra and a giraffe!" Ben said

"And Zebras have stripes, Rainbow" giraffes have irregularly shaped polka dots!" Twilight replied

"kinda reminds me of the Pokemon universe" Ben said

while Twilight and Rainbow continued to have their argument while there friends watched.

"Honestly, does it even matter?" Rarity asked.

"I'm gonna have ta' agree with Rarity this time."Applejack said

"I'm going to agree with you two as well" Ben said

"Uh, guys? could you maybe,stop arguing? I don't think you two should argue on Nightmare Night, because we're supposed to have fun, a-and..." Fluttershy whispered.

"It's okay Fluttershy"Ben said who was listening to her "I think they'll get over it sooner or later."

"I like honey! Buzz,buzz!" Pinkie Pie yelled, wearing her bee costume.

"Err, Pinkie why are you so random?" asked Ben.

Twilight groaned in frustration and rolled her eyes.

"Fine! if you want to believe shes a giraffe, then believe it! I need to use the bathroom." Twilight said.

"I'll save you some punch!" Pinkie yelled to Twilight.

When Twilight entered the bathroom she examined her surroundings. The bathroom was dark with only one working light bulb. Spider webs were on the walls and the mirrors were cracked. The stall doors were either gone,off it's hinges, or didn't have a lock. People had been vandalizing the bathroom by writing things on the walls.

Twilight was disgusted, but walked into one stall and handled her business. While she was in the stall, she heard the door open and seen black and red colored shoes walking into the bathroom. Twilight watched as the person walked in front of her stall and stopped. Twilight was confused and creep-ed out. Someone was standing front of the stall she was in.

She gulped and reached for the door to her stall. She slowly opened the stall and took a look at who was standing in front of her. A teenager with a red and white hoodie with the number 10 stitched onto the left of it and a weird type of watch on there left arm which also had the same symbol as Ben's Omnitrix. And a hoodie was standing in front of her, and she couldn't see the person's face. The only part she seen rather then the jacket was the black legs which had weird red lines and symbols glowing in them for some weird reason.

"Uh, hello?"Twilight said.

The person lifted it's head and revealed its glowing red eyes. It opened it's mouth and said "I want you to give a message to Ben Tennyson, i want you to tell him, **HIS CLONE IS BACK**!" said the figure just before heavily exhaled a weird green gas on twilight's face Twilight coughed and squeezed her eyes shut, for the gad had burned her eyes. When she opened them again however, the creature was gone.

Twilight was left puzzled and confused by what the creature hesitantly and slowly exited the bathroom and headed towards her friends and Ben to give him the message who were waiting patiently for her. But forgot to give Ben the message.


	2. the new evil version of fluttershy

**Previously on Ben 10 meet's the Elements Of Insanity**

The person lifted it's head and revealed its glowing red eyes. It opened it's mouth and said "I want you to give a message to Ben Tennyson, i want you to tell him, **HIS CLONE IS BACK**!" said the figure just before heavily exhaled a weird green gas on Twilight's face Twilight coughed and squeezed her eyes shut, for the gad had burned her eyes. When she opened them again however, the creature was gone.

Twilight was left puzzled and confused by what the creature hesitantly and slowly exited the bathroom and headed towards her friends and Ben to give him the message who were waiting patiently for her.

 **Chapter 2**

Twilight woke up, yawned and stretched. she was tired beyond explanation, for her dream kept replaying every time she fell asleep. And every time her dream replayed, she woke up and it took her an hour to go back to sleep.

Her eyelids were heavy and her eyes were red. Her mane and tail and her head was aching. Her body was stiff and her mouth was dry. Her nose was clogged up so she could only breathe through her mouth. She dragged herself out of bed,thinking she would take a shower then after that tell Ben what happened last night.

Meanwhile, Fluttershy was feeding the animal in the cottage. One by one they all ate the required meal they usually receive in the morning when Fluttershy was done, she heard her telephone ring.

"Who could that be?"she asked.

Fluttershy flew to her room and answered her ringing telephone.

"Hello?" She asked.

"Fluttershy."The voice said.

The voice was deep and scary, giving Fluttershy chills. She nervously responded to the mysterious caller, not knowing what she was getting herself into.

"Ugh, this is her. M-Might I ask, whose calling?" she said.

"Fluttershy." The voice said.

Fluttershy began to fearfully shake more.

"When you feel it, you will see it." The voice said.

"W-What do you mean?"

"Shed. Now." The voice said.

The voice hung up the phone. Fluttershy shook with fear. She did have a shed in her backyard, But was she supposed to enter it? She only kept garden utensils back there. Fluttershy hesitantly flew outside to her backyard and lifted her hoof off the ground to open her shed door.

She slowly opened the door. Nothing was in her shed except for her garden utensils. She turned on the lights to her shed and slowly walked in. Nobody was there.

"Maybe, that person had the wrong number." Fluttershy said.

Fluttershy exited her shed, not noticing a pair of red eyes. But these red eyes were different from the ones Twilight had seen. These ones looked like a small empty circular dot for eyes. The ones Twilight had seen looked like the eyes that were almost fully red.

The next day, Fluttershy decided to take a walk around ponyville. She casually walked around ponyville, not even remembering about the phone call she had yesterday. she then accidentally bumped into two ponies. She landed on her back, and stood back up.

"Hey, watch where you're going!" One of the ponies said.

"I-I-I-I'm Sorry." Fluttershy said.

"I bet you are." The other pony said.

They both walked away, laughing while leaving. Fluttershy sighed and stood back up. Some ponies were so mean to her, just because she was shy and sensitive. Fluttershy just ignored them, Not wanting her day to be ruined.

Eventually, Fluttershy came upon a vegetable stand. She saw some carrots, and her pet rabbit, Angel, would love some. She paid for them with two bits and put it in her saddle. But then, a magenta colored pony walked up to Fluttershy.

"Excuse me miss. Could I PLEASE have those carrots of yours?" she asked.

"B-But I just bought them." Fluttershy said.

"Please?"

Fluttershy sighed and gave her the carrots.

"Thank you."

The pony walked away, snickering to her friend.

"Told you. That shy girl just doesn't know how to say 'no'." The pony said.

They laughed as poor Fluttershy sighed again. She was on her way back to her cottage, when suddenly, she saw a colt walking by her. A butterfly had landed on his muzzle, so he swatted it away. The poor butterfly landed on the ground with a broken wing.

Fluttershy gasped and ran to the small insect. She was on the edge of crying, not knowing why he would do such a thing. However, Fluttershy grew angry. Very angry. She stood up and stopped the colt in his tracks.

"Really!? you're seriously going to hurt a poor defensive-less insect as if it doesn't have feelings? Are you serious!?" Fluttershy yelled.

At first, the colt didn't care. Until she started raising her voice even louder and gave him a look that could kill. The colt backed up, frightened at the yellow Pegasus's sudden attitude.

"You act as if you're some pony special! As if the rules and policies don't apply to you! As if you own every single thing that pops up in this world! But so help me, I will-" Fluttershy stopped talking.

After noticing that a bunch of ponies had surrounded her, she ceased her yelling. She blushed and laughed nervously before flying off back to her cottage. When she reached her home, she ignored her worried animal friends and headed towards her room. A frown was plastered on her face.

What that colt had done to that butterfly was rude and careless. The poor creature didn't do a thing to that pony. The very thought made Fluttershy angry. She had quietly growled at the thought of them showing meanness towards any scared and defenseless creature.

Fluttershy stood up after a couple of hours of thinking, and walked towards her shed, ignoring her animals once again. When she entered her shed she immediately noticed that her gardening utensils were on the ground instead of hanging on the walls, and they all looked like they were badly damaged for some reason as if they were hundreds of years old.

The only thing hanging on the wall, was a shiny,large, axe that hung underneath a bright light bulb which so happened to be the only light source in her shed. The normal light bulb had been mysteriously broken. When she was inside her shed, the door behind her slammed shut. She jumped and gasped, startled, but then shook her head and continued walking towards the axe.

She could remember that phone call she received earlier.

'When you feel it, you will see it.'

She didn't know what that meant, but she knew that she sure as hell felt angry. She stopped in front of the axe, staring at her reflection. For a split second, her reflection had disappeared and showed something weird. It looked like her, just differently. She couldn't make out what it entirely looked like either.

Fluttershy knew it was wrong, even thinking about messing with such a dangerous weapon was wrong, (heck like even owning one isn't?) but she felt enraged and _HAD_ to take her anger out somehow. She picked the axe up with her mouth, trying not to stumble over it. It was huge and difficult to hold. So Fluttershy quickly found out how to use her hoofs to hold it.

She sighed and clenched the axe. She gritted her teeth, thinking about all the times those ponies disrespected her and her poor animals. She yelled in anger and smashed every garden utensil in her shed. One by one, they were crushed into small pieces, causing loud crashing sounds.

Fluttershy enjoyed crushing all those garden utensils. Unleashing her anger by destroying things felt good in her opinion. When she was finished, she panted for air and stood on her two back legs as if she was a human. Her mane was mysteriously and quickly getting shorter and her stomach was getting somewhat Skinner.

When her mysterious transformation was finished, Fluttershy no longer looked like her old self. Her hair was short with cut end, her ribs were almost showing, and her face resembled anger. Her eyes shrank as if she was insane, because she was starting to be. And the large axe was still in her hoofs.

She heard some of her animals demanding food from her cottage. Fluttershy growled.

"You don't want to ask nicely? Then i won't respond kindly." Fluttershy said grinning evilly.

She slammed her shed door shut and headed towards her cottage, ready to handle some business with her animals. some very, 'unkind' business.


	3. the new Applejack

**Previously on Ben 10 meets the Elements Of Insanity**

She heard some of her animals demanding food from her cottage. Fluttershy growled.

"You don't want to ask nicely? Then i won't respond kindly." Fluttershy said grinning evilly.

She slammed her shed door shut and headed towards her cottage, ready to handle some business with her animals. Some very, 'unkind' business.

 **chapter 3**

After Twilight took a shower, she decided to visit Fluttershy before going to Ben's house. She also needed to return the shovel that she borrowed from her. When she got to her house, she knocked on the door. No answer at first. After about thirty seconds, she heard Fluttershy heading towards the door.

"Who is it...?" Fluttershy asked quietly.

Her tone sounded unusual.

"It's me, Twilight. I came to return your shovel." Twilight answered.

There was a long silence, making Twilight nervous and confused. Fluttershy opened the door halfway; making sure Twilight couldn't see her entire body. She slowly held out her hoof, signaling Twilight to hand her the shovel.

Twilight examined her hoof for a second. It looked pale and almost bony as if she was a Ponyton(it's what you call a pony skeleton) brought back to life. Twilight shook her head quickly, ignoring that thought.

Twilight knew that Fluttershy was acting strange, but didn't put too much thought into it. She handed her the shovel using her levitation spell and watched her slowly close the door. Just as Twilight was about to walk away, she heard Fluttershy say one last thing.

"Finally. Now i can bury the bodies." Fluttershy said.

...MEANWHILE...

Applejack and apple bloom were doing some daily chores around the farm with Ben. Applejack bucked the apples from the apple trees while apple bloom and Ben as Bloxx made sure none of them landed on the ground. When they were done, they all wiped some sweat from their foreheads just as the Omnitrix upon Bloxx's chest started beeping and a green flash surrounded Bloxx and turned back into Ben's human form.

"Yeehaw! Nothin' like buckin' apples in tha' morning!" Applejack said.

"You know it sis!" Apple bloom said.

"Speak for you're self!" Ben said all out of breath since he did most of the catching and lifting all morning.

"thanks for tha' help you two. Now why don't you go on so I can start selling some apples." Applejack said.

"thanks Applejack i need to go because I've got some 'lose ends' to settle with Rainbow Dash" Ben replied.

"Ohhhhhhh surrrrrrre you keep beliven' that mister!" Applejack teased.

"Hey it's not like that!" Ben shot back but muttered under his breath "At least not yet anyway".

"I heard that" Applejack said.

"Sis can't i help?"

Applejack chuckled.

"Sorry sis, but Granny Smith says that she needs ya' to come and help her with some things."

Apple bloom sighed. She didn't say another word. Instead, she gloomily dragged herself towards Granny Smith who was rocking in her rocking chair on the patio.

"So when you gonna' tell her?" Applejack asked.

"What do you mean 'tell her'? tell her what? that i'm gay?" Ben asked sarcastically.

Applejack laughed.

"No silly about you two getting together, duh" Applejack said.

"What ever." Ben said.

But before Ben could leave, he heard Applejack's sister yell out.

"Applejack! telephone!" Apple bloom yelled.

Ben and Applejack walked over to the ringing telephone in the house she lived in. She casually answered it.

"Howdy, this is Applejack." she said.

"Applejack." A dark voice said.

"Who am i speaking to?" Applejack asked.

"Applejack." It said again.

Applejack blinked twice in confusion, but the heavily sighed and frowned.

"Listen, if this is another prank call"she said while moving the phone so Ben could also hear the conversation."Then i reckon you stop. Because I don't have time for foolishness."

"When you feel it, you will see it"

Applejack blinked twice again.

"I beg your pardon."

"Barn. Now." It said.

It hung up. Applejack felt kind of disturbed. She asked Ben to come with her in case something happened. They headed towards the barn and looked around. Nothing was in the barn except for hay and extra farming equipment. Applejack blinked twice before they headed out of the barn she said sorry to Ben for wasting time.

"What are you sorry for Applejack? you haven't don anything wrong, and besides if anything happened to you i would never be able to forgive myself, and another thing the welder of the Omnitrix can handle anything and when i mean anything i mean anything well except zombies, but that's a story for another time, well i got to go meet Rainbow Dash I'll see you later." Ben said.

Applejack then started going towards Ponyville to sell her apples. When she reached her destination, she set up her stand and set Apple Pies, Apple Fritters, Caramel Apple, and other apple treats on her stand. A person like Ben but with white silvery hair and red hoodie that was hiding something on his left arm and red everywhere else there was green with a then walked up to the stand.

"Howdy partner!" Applejack said. "What'll it be?"

"Uh, could i have a Candy Apple please?" He asked.

"Comin' right up!" Applejack said.

He handed her one bit. Applejack stared blankly at it and the at the person. The person had walked away, thinking Applejack wouldn't notice.

"Who do ya' take me for, sir? you must be as dumb as a sack of rocks if you think i'm gonna let you walk away without paying the right amount of bits." Applejack said.

"What're you talking about?" the person asked as if he didn't know.

"You didn't pay enough bits for the apple!"

"What apple?"

"The one you just bought!"

"I didn't buy an apple, must have got the wrong person lady."

the person then walked past her, leaving Applejack angry and frustrated. Applejack just shook her head and walked back to her stand. however, when she did, she saw Snips and Snails stealing her apple treats.

She gasped and growled again before trotting over to them.

"Snips, Snails!?" Applejack yelled. "what in tha' name of Sweet-Appaloosa are you two doing!?"

when they saw Applejack, they laughed nervously.

"W-W-W-We thought these were free." Snips said.

"Yeah, free." Snails said.

before Applejack could respond, they legged it.(for those who don't know what 'legged it' means it's another way of saying 'ran off') Applejack chased them, but eventually gave up and headed back to her apple stand. When she got there however, all of her apple treats were gone. She gasped as her eyes widened. It couldn't have been Snips and Snails because they only took about four apple treats and then ran off. Applejack couldn't believe a selfish pony would do such a thing.

"Who stole ma' apples!?" Applejack asked.

A few ponies walked passed her, licking their hoofs and licking their lips as if they just ate something really tasty.

"Wasn't me." One said.

"Wasn't me either." Another said.

"Don't look at me." One more said.

Every pony pretended as if they had nothing to do with it. Applejack growled, feeling a wave of stress coming through her. Almost all the ponies that walked past the stand stole her apple treats.

"I. Don't. Like. Liars." Applejack said.

When she got home, she sighed and headed towards the barn. Her eyes heavy and her hoofs were aching from chasing all those ponies. She felt stressful, and needed something to relieve her of her stress. So she headed towards the barn to see if she could find anything that'll help.

When she entered the barn, She saw something in the center of the floor. Standing in the middle of the barn, was a hat that looked similar to Applejack's except darker. In the hat was what appeared to be a carton of Cigarettes, a Lighter, and a bottle of Beer.

Applejack didn't know how to respond. She never abused drugs in her life, hell, none of the other ponies ever really abused drugs in Ponyville. But at that moment, she desperately wanted to taste the alcohol contained in that bottle. She wanted to inhale the smoke stored up in those cigarettes.

She wanted to know how it felt. So she hesitantly walked over to the Beer bottle and struggled before opening it up. She stared at the dark substance for a second before dipping her tongue in it. She shook her head at the disgusting substance and almost coughed.

It was very strong. but it felt... addicting. Applejack took another sip. Since she was prepared this time, it didn't taste as bad as before. soon, she started chugging the entire bottle down. Applejack felt so good even though she knew it was wrong.

Then, she started transforming. Her blonde hair and tail snapped out of their ponytail holders and hanged loosely down her back as she stood on her hind legs. Her eyes were turning red as if this wasn't her first time drinking. Her hat had fallen off her head and onto the ground.

When she finally finished chugging down that beer, she tried the cigarette. But before she could, she heard a loud glass break from her house "Apple bloom!" Granny Smith yelled in her old voice.

"Wasn't me!" Apple bloom yelled back, lying.

Applejack growled.

"I. Don't. Like. Liars." Applejack said, in a darker and unusual tone.

She stuffed the carton of cigarettes in her new, darker, cowgirl hat and walked back to the house with an empty beer bottle on the ground. Standing in the barn the entire time, was the same black and red creature that persuaded Fluttershy into using that axe and this time it wasn't alone, with him was the one ghost that Ben thought he got rid of when he was back in his universe but he was wrong Zs'Skayr's (back people).


	4. a new Rarity

**Previously** **on Ben 10 an the Elements Of Insanity**

When she finally finished chugging down that beer, she tried the cigarette. But before she could, she heard a loud glass break from her house "Apple bloom!" Granny Smith yelled in her old voice.

"Wasn't me!" Apple bloom yelled back, lying.

Applejack growled.

"I. Don't. Like. Liars." Applejack said, in a darker and unusual tone.

She stuffed the carton of cigarettes in her new, darker, cowgirl hat and walked back to the house with an empty beer bottle on the ground. Standing in the barn the entire time, was the same black and red creature that persuaded Fluttershy into using that axe and this time it wasn't alone, with him was the one ghost that Ben thought he got rid of when he was back in his universe but he was wrong Zs'Skayr's (back people).

 **chapter 4**

Twilight had returned to her house. She couldn't believe what Fluttershy had said after she left. Was Fluttershy really going to bury dead bodies? she had to have hallucinated. So Twilight decided to visit her good friend Applejack, hoping she may have some advice about Fluttershy's new personality.

She walked over to Applejack's farm and stopped on the door step. Just as she was about to knock, she heard a young filly know as Apple bloom screaming in pain and fear. Before Twilight could do anything, Apple bloom ran out the back door.

"Don't ever lie to Granny Smith or Big Mac again! or else i'm gonna whoop your ass ten times worse! Do ya' hear me little girl!" Applejack yelled to Apple bloom.

Twilight was very shocked. No pony as ever used curse words in Ponyville before, and if they have it's been and extremely long time. When Applejack noticed Twilight was at the door, she walked over to it and opened it halfway.

The only thing she allowed Twilight to see was her jade eyes. Her eyes did look red because she had smoked.

"Hello, A-Applejack." Twilight said. "I uh, just came over to see if you knew why Fluttershy was acting so weird."

Applejack stood there, staring at her for about ten seconds before responding.

"I haven't left the house since this mornin'." Applejack said, in an unusual voice.

"Oh, alright. thanks anyway."

Twilight left, but not before taking one last look behind her. Apple bloom had been leaning against a tree away from the farmhouse. Since her back was facing Twilight, Twilight couldn't see her wounded body.

Twilight left, not noticing the tears leaking out the poor filly's eyes and the blood stains on her yellow coat.

Rarity was finishing up some of her latest designs of her outfits. She couldn't wait to sell some of her dresses and accessories.

"Sweetie belle!" she called. "Could you help me find the scissors? please."

"sure." Sweetie belle said.

Sweetie belle went to find the scissors. suddenly, Rarity got a call on her cellphone. she levitated the phone and put it to her ear.

"Hello?" Rarity asked.

"Rarity." The deep voice said.

The voice sent chills down her spine.

"ugh, this is her. Might i ask whose calling?" Rarity said.

"Rarity." The voice said again.

Rarity gulped and sighed.

"Honestly, if this is a so-called 'prank', it's not funny."

"When you feel it, you will see it." The deep voice said.

"Excuse me?" Rarity asked.

"Attic. Now."

The voice then hung up. Rarity was shaking, but sighed and headed towards the attic.

"Don't worry too much Rarity," She told herself while walking up the attic stairs. "Probably just a prank."

Rarity assumed Pinkie Pie and Rainbow Dash were pranking her again. So she headed to her attic and turned on the lights. Nothing was in her attic except for extra beauty supplies, clothing, and other miscellaneous stuff(which i can't be bothered to write it all down) she stored up here.

Rarity sighed, rolled her eyes, and headed back downstairs.

"I knew it all along. Just a silly prank. I don't know why i got so worked up over nothing." Rarity told herself.

Rarity headed towards the door.

"Sweetie belle! lock the doors, i'll be back." Rarity yelled.

"Okay sis!" Sweetie belle yelled back.

Rarity left her boutique and decided to search for diamonds. She was looking for a very special diamond today. As she searched, she accidentally dropped a few bits. A homeless stallion came along and snatched it up before quickly running away.

Rarity gasped then frowned.

"You know, if you would've just ASKED i would've loaned you some bits!" Rarity yelled to the homeless pony.

Rarity shook her head and continued to search for diamonds. She soon saw a Cardinal searching for worms. The cardinal was beautiful, leaving Rarity in awe.

"What a beautiful bird." Rarity said.

Rarity didn't have any worms to spare obviously, but she did have a load of bread in her saddle. So she picked some crumbs off the bread and held her hoof out to the Cardinal. The Cardinal grinned, but before it could eat it, another bird swooped down and stole it.

Rarity gasped and growled.

"What a no-good thief!" She said to the other bird.

The Cardinal then grew sad and flew away. Rarity drooped her ears. She sighed and continued searching for her very special diamond. soon, she found it. It was a beautiful diamond that sparkled and shimmered. It was very rare and was shaped as a star.

The only problem was that the diamond was in the saddle of another mare. Rarity walked over to the yellow mare who had the rare diamond.

"Excuse me." Rarity said.

The mare turned around and faced Rarity.

"I absolutely love that diamond of yours. You see, I've been looking for it for a while, and i was wondering if i could maybe... have it."

"Well, i was about to get rid of it anyway, since i don't like the shape of it." The pony said.

"So you wouldn't mind-"

"Let me finish." She said, cutting Rarity off. "Since it seems like you really want it, then i'll sell it to you."

"Can't you just give it to me?" Rarity asked.

"Nah. 100,000,000 bits."

"1,000,000,000,000 bits are you insane!?" Rarity asked. "It's not even worth half that much! only rich ponies have that much bits!"

The yellow pony evilly grinned.

"Oh well, guess i'll just throw it away." The yellow pony said.

She walked away, leaving Rarity behind. Rarity's face turned red as she gritted her teeth and breathed heavily. She ran home and slammed the door open.

"Sweetie belle! i told you to lock the door!" Rarity asked while yelling.

"I did lock it" She yelled back.

Rarity looked at the lock. It was broken and twisted. Rarity broke the lock. Rarity sighed ans headed to her room. She couldn't stop thinking about those greedy ponies she met and the greedy bird. They all didn't want to be the slightest bit generous to one another.

Rarity soon stood up off her bed and walked up to her attic. When she got there, she noticed that all of her extra beauty things were torn up or destroyed.

The only thing in the attic that wasn't torn apart or destroyed was a doll sitting on a table in the middle of the attic. Rarity examined the doll. It had a purple mane and white coat just like Rarity. It had blue buttons for one eye and a black button for the other.

But the doll disturbed Rarity. The mane was messy, the chest had a black heart in the middle, and the blue button eye had three scratches through them. Rarity hesitantly walked towards the doll and actually picked it up with her hoofs.

She stared at the button eyes. For some reason, an evil and manic grin was forming on Rarity's face. She couldn't control it. She started playing with the doll, pretending it was herself.

"Hi, i'm rarity." She mocked. "the most beautiful mare of them all. I've lived with these dreadful, greedy and ungrateful little beasts in Ponyville. i need a prince to take me away, *maniac laugh*."

Rarity continued to maniacally laugh. Her laugh echoed within the attic. She didn't have the slightest clue why she was acting this way. Then she remembered something.

'When you feel it, you will see it.' She remembered.

"Oh i feel it, i feel SEXY!" She yelled.

Rarity twirled around in circles as she suddenly began to change. She stood on her hind legs, holding the doll into the air maniacally laughing. Her mane began to look disheveled like the doll, her chest soon grew a black permanent tattoo that resembled a heart, her left eye soon had three scratches vertically through them, and her right eye turned fully black.

Her eyes shrank as she began to grow insane.

"Mommy's still pretty!" She said.

She then heard the sounds of hissing and scratching coming from downstairs.

"Owe! Opulence, that's not yours, don't eat my homework, i already fed you!" Sweetie belle yelled.

Rarity evilly and inhaled deeply.

"Opulence. what did i tell you about sharing?" Rarity said.

Rarity said as if opulence was in front of her. She headed downstairs to deal with her cat. And by deal with her, and when she meant _deal_ with her, she really meant it.


	5. a new pinkie pie

**Previously on Ben 10 and the Elements Of Insanity**

Rarity evilly and inhaled deeply.

"Opulence. what did i tell you about sharing?" Rarity said.

Rarity said as if Opulence was in front of her. She headed downstairs to deal with her cat. And when she meant _deal_ with her, she really meant it.

 **chapter 5**

Twilight was heading over to Rarity's boutique. She assumed that she knew what was going on with Applejack and Fluttershy. When she got there, she knocked on the door. Sweetie belle answered the door.

"Hey Twilight! did you come to see Rarity?" Sweetie belle asked.

"Hello Sweetie belle. Yes i did come to see Rarity. Is she here?" Twilight asked.

"Yes, but she told me that she doesn't want to speak with any pony right now."

"Really? would you mind telling me, why?"

Sweetie belle shrugged.

"I don't know, but i think Opulence needs to go to hospital."

"Why?"

"Because-"

"Sweetie belle!" Rarity yelled. "Who's at the door!?"

"It's Twilight!" Sweetie belle yelled.

Rarity ran to the door and pushed Sweetie belle out of the way. She opened it half way so Twilight could only see her left eye.

"Hello Twilight!" Rarity said.

Twilight noticed the three scratches through her eye.

"Uh, hey Rarity. What's wrong with your eye?" Twilight asked.

"Oh don't worry about that. Opulence and i had a small fight, that's all."

"Is that why Sweetie belle told me Opulence needs to go to hospital?"

Rarity frowned and slammed the door shut, startling Twilight.

"Sweetie belle! i told you not to tell anyone!" Rarity yelled.

"i'm sorry it just slipped out!" Sweetie belle said.

Twilight heard a loud smack echo though the house.

 **Meanwhile**

Pinkie Pie was baking treats in Sugarcube Corner. She wanted to make some cupcakes for her friends. She didn't have much to do today, so she figured why not. Suddenly, she got a phone call on her phone. She hopped over to the phone with a grin and answered it.

"Hello?" She asked.

"Pinkie Pie." A deep voice said.

"This is her, the one and only! Who are you mister?" Pinkie asked.

"Pinkie Pie."

"*giggles*. You can't be Pinkie Pie because i'm Pinkie Pie, silly. You sound so funny when you say Pinkie Pie because your voice is deep, and it makes it sound funny. Did you know that-"

"When you feel it, you will see it." The voice interrupted.

"Feel what see what who now?"

"Basement. Now."

The phone hung up. Pinkie shrugged and bounced towards the basement. When she got there, she saw nothing but her old stuffed animals and party decorations.

"Oh, I see. You wanna play hide-and-seek with me!" Pinkie said.

Pinkie searched all over for the mysterious pony who called her, but eventually gave up and started bouncing towards a garden not too far away in Ponyville. She wanted to pick some more flowers and deliver them to her friends with her cupcakes.

While heading towards the garden she knew, she accidentally bumped into another mare.

"Whoops, sorry-"

"Watch where you're going!" The pony yelled before trotting away.

Pinkie stood up and dusted herself off.

"Geez, talk about a party pooper." Pinkie said.

Pinkie didn't let is ruin her day. Instead, she simply continued bouncing towards the garden. While going there, a group of ponies were snickering and undetectably walked up to Pinkie. The leader tripped up Pinkie, making her fall down.

"Oops, my bad. Didn't see you there." The leader said.

They all laughed and walked away. Pinkie stood up and dusted herself off again. She was starting to feel unhappy. Instead of bouncing, she walked towards the garden. When she finally got there, she gasped in excitement and stared at the pink flower that stood tall and proud. The pollen was visible and the sunlight beamed down on it.

"It's beautiful!" Pinkie yelled.

Just as she was about to get it, a colt stomped on the flower. Pinkie gasped again and folded her ears back. She slowly looked up at the dark green colt who still had his hoof on the flower. He had a frown plastered on his face and didn't look to nice.

"This flower is mine." He said. "Back off Stinky Pie."

Pinkie recognized this colt. She met him on the rock farm when she was a filly, and he was a really big bully. Pinkie gulped and backed away.

"S-Sorry, I didn't know this was your-"

"Of course you didn't!" He yelled. "Your simple brain couldn't process anything!"

"But I-"

"Get lost, Stinky Pie!"

Pinkie ran back to Sugarcube Corner, regretting she looked for that garden today. When she got home, she slammed the door and went to her room. She hated that stupid horse. He was always mean to her, and always frowned.

Pinkie thought about all the times he bullied her. It made her wish he was dead. Pinkie never thought about those things like that before. So Pinkie decided to visit the basement, thinking a few dolls might cheer her up.

When she got to the basement, she noticed that all of her dolls were torn up and her party decorations were ruined. The basement was dark, and the only thing that wasn't destroyed in the room was a cupcake sitting on a stool. The cupcake was visible and looked like it had just been baked.

Pinkie hesitantly walked over to the cupcake and took a hold of it. It looked like an ordinary cupcake. It was vanilla flavored (that's what she thought) with pink icing and a plain wrapping. She hesitantly took a bite out of the treat. She immediately spat it out however.

"This tastes horrible! Ew!" Pinkie yelled.

But after a moment of wiping her tongue with her hoof, she took another bite. This time, it tasted a bit better. It tasted exactly the same, except she liked it this time. She continued eating it until she gobbled the entire thing.

Why did it suddenly tasted so good, and addicting? It tasted evil, yet satisfying. It tasted wrong, yet right at the same time. She licked her hoof with satisfaction and started to giggle. She suddenly began to change. Her crazy and wild pink hair began to flatten and her pink coat seemed darker. Her blue eyes shrank and her teeth sharpened and were revealed into an insane smile. She breathed heavily and licked her lips.

She wanted more cupcakes. The one she just ate didn't taste like normal cupcakes, they tasted like... flesh. Pinkie insanely chuckled and heard the Sugarcube Corner door open.

"I want a cupcake! Now!" An angry pony yelled.

Pinkie insanely grinned. Someone wasn't too happy.

"Why so serious?" Pinkie asked. "Let's put a smile on that face."

Pinkie bounced towards the front door and towards her first victim.


	6. a new Rainbow dash part 1

**Previously on Ben 10 and the Elements Of Insanity:**

She wanted more cupcakes. The one she just ate didn't taste like normal cupcakes, they tasted like... flesh. Pinkie insanely chuckled and heard the Sugarcube Corner door open.

"I want a cupcake! Now!" An angry pony yelled.

Pinkie insanely grinned. someone wasn't too happy.

"Why so serious?" Pinkie asked. "Let's put a smile on that face."

Pinkie bounced towards the front door and towards her first victim.

 **chapter 6** (this is where the pairing starts just a heads up and where the m rating comes into swing)

Twilight ran to Pinkie Pie's home. Something was going on with her friends, and she refused to believe that Pinkie Pie was acting strange too. When she got there, she roughly knocked on the door and started tapping her hoof impatiently. Beads of sweat trailed down her forehead. Pinkie Pie answered the door and fully opened it, allowing Twilight to see her.

"Hey Twilight!" Pinkie said.

Twilight examined her. Her hair was straight, making Twilight confused.

"Pinkie, are you sad?" Twilight asked.

"No, why?"

"Because your hair is straight, and-"

Twilight gasped after noticing something red and gooey on her hoofs.

"P-P-P-Pinkie!?" Twilight asked.

Pinkie glanced at her hoofs and then giggled.

"Whoops! I kind of got messy with the food coloring. I was making red velvet cupcakes and i almost added too much food coloring in thr batter. Want to try one?" Pinkie asked.

"Uh, sure." Twilight answered.

Pinkie retrieved a red velvet cupcake and allowed Twilight to taste it. Twilight's eyes widened after tasting it.

"Wow, these taste, amazing!" Twilight said.

Pinkie Pie's cupcakes never tasted so good before.

"Thank you! I added a secret ingredient." Pinkie said.

"What's the secret ingredient?" Twilight asked.

Pinkie giggled again.

"It wouldn't be secret if i told you, silly." Pinkie said still giggling.

(If you have never heard of CloudThunder he has rainbow colored skin, and a green,white and brown hair. a bit like the Omniverse Omnitrix)

Rainbow Dash, one of the fastest Pegasus in all of Equestria, was resting on the couch with Ben in her home which was in Cloudsdale. She and Ben who was transformed into a Pegasus pony which he called CloudThunder had just finished clearing up the clouds for the day, and deserved a nap. Suddenly however, her telephone rang. Rainbow groaned and covered her ears with her pillow, hoping Ben would get the phone.

He stood up and stretched his legs, and dragged himself towards the phone.

"Can't a pony get some rest for once?" Rainbow asked sarcastically to Ben.

"You can't get that much rest if you are well to reasons 1) you'r the fastest flyer in Equestria and 2) you can do the sonic rainboom-" Ben said to Rainbow.

"You do know i was being sarcastic right?" Rainbow asked.

"Yes i did, and as i was saying you can do the sonic rainboom-." Ben started.

"I know that." Rainbow said.

"But you're not the only one that can do it now." Ben said smugly.

"What do you mean by that?" Rainbow asked.

"What do you think it means?" Ben replied.

Suddenly it clicked in Rainbow's mind what Ben said.

"Wait, you can do the sonic rainboom?" Rainbow yelled.

"Like i said you're not the only one." Ben said bluntly.

"How long have you been practicing?" Rainbow asked.

"Since the first time i got the Pegasus DNA from you, and after the first time i saw you do the sonic rainboom." Ben said.

"Wait you got the Pegasus DNA... FROM ME?" Rainbow yelled.

"Yes, yes i did" Den said while picking up the phone.

"Hello? this is Rainbow Dash's house." Ben said.

"Is that you Ben?" The voice asked.

"Who is this and how do you know my name?" Ben asked.

"It's me Princess Celestia and Ben i need to talk to you and Rainbow Dash urgently, please come to the castle as soon as possible please." Celestia said.

"Sure we will be right-" Ben started but was cut off with some beeping and a green flash. "Aw come on really you really pick now to time out?" Ben asked the Omnitrix.

"Ben is everything alright?" Celestia asked.

"Ya, everything's fine except the watch just timed out." Ben replied.

"As i was saying we'll be right there." Ben said.

"Rainbow Dash" Ben yelled.

"What is it?" Rainbow asked.

"Get ready." Ben replied.

"Ready for what?" Rainbow asked.

"Get ready to visit princess Celestia she needs us for something." Ben said.

"Okay." Rainbow yelled from upstairs.

"What does she want us for anyway?" Rainbow asked.

"I don't know but she sounded urgent, but i don't know why." Ben said.

"So what are we waiting for, let's get going then" Rainbow said while coming down the stairs and opening the door Ben had already left.

When the phone started to ring "Ben wait up the phones ringing." Rainbow yelled to him.

"Okay answer it but hurry." Ben yelled back.

Rainbow flew up to it and answered it.

"Hello?" She asked.

"Rainbow Dash." A deep voice said.

Rainbow blinked twice in confusion before responding.

"Excuse me?" She asked.

"Rainbow Dash." The voice said again.

Rainbow was getting angry. She thought it was Pinkie playing a prank on her. She growled and frowned.

"Pinkie Pie, I know it's you! you just stopped me from meeting Celestia for an urgent meeting, and now you've made us late." Rainbow said.

"Rainbow you need to calm down." Ben said who had just come back in to see what was taking so long.

"What do you mean 'calm down'? I am calm." Rainbow almost yelled to Ben.

Ben thought fast suddenly and idea to calm her down came to his head. He just walked over to her and hugged her. Rainbow was surprised by what he just did, she started to calm down.

"Rainbow you need to calm down, please." Ben said.

instead of talking to him she just hugged him back with the phone still in her ear.

"Thank you Ben." Rainbow said.

"Anytime Rainbow, anytime." Ben replied.

"When you feel it, you will see it." The voice on the phone said.

"Wha-" Rainbow began to say.

"Rainbow Factory. Now." The voice said then hung up.

"Why would i want to go there? that place is out of order so why would i go there?" Rainbow asked.

"Who was it? what did they want?" Ben asked.

"Who ever it was, he wanted me to go to the Rainbow Factory, and also he said something else." Rainbow said.

"What did he say?" Ben asked curiously.

"He said: ' When you feel it, you will see it." Rainbow answered.

"That sounds familiar but- wait now i remember." Ben said.

"Remember what?" Rainbow asked.

"3 days ago some person called my house but i remember his voice from somewhere but i can't remem-" Ben started to say but realization hit him like a brick. "Son of a BITCH." Ben said.

"Whoa Ben watch the language please." Rainbow said.

"Sorry Rainbow but i just realized that the man with the deep voice that called me 3 days ago wasn't a man at all." Ben said.

"What do you mean 'wasn't a man'?" Rainbow asked.

"What i mean by he wasn't a man is i mean he wasn't a man because he's dead!." Ben told her.

"What on earth do you mean 'he's dead'?" Rainbow asked.

"He is already dead." Ben said.

"What do you mean and if he's dead how can he call you?" Rainbow asked.

"He's dead but can still do stuff because he's a GHOST!" Ben said.

"He's a G-G-Ghost? but how?" Rainbow asked.

"Before i tell you we should get going." Ben suggested.

"Alright but only if you tell me on the move." Rainbow said.

"Sure." Ben said.

So they left the house as Ben began to tell Rainbow about when he was younger and the incident with he transformed into cloudThunder. halfway there Ben finished the story.

"Wow, that's some story." Rainbow said.

"Yep, but now he's found me and after me again." Ben replied.

"So anyway, why does he want to take control of you?" Rainbow asked.

"Err, hello most powerful weapon stuck on the wrist of a 16 year old" Ben said.

"Oh ya i just remembered." Rainbow said.

"Remembered what?" Ben asked her.

"Applejack said you wanted to tell me you wanted to confess something about me. am i right?" Rainbow asked as for her answer Ben just blushed madly.

"Wait are you sayin.. Ummmmm." Rainbow started to say but was cut off by Ben suddenly kissing her on the lips.

"Hummmp" (translation: Ben what are you doing?) Rainbow tried to say.

After 2 minutes gone by he let go for air while Rainbow just pouted and said.

"Why'd you do that?" Rainbow asked.

"Isn't it obvious enough?" Ben asked.

"Wait so you actually like me, like me?" Rainbow asked.

"Well you did just actually answer you're own question, but the real question is do you feel the same way about me?" Ben said.

"Well does this answer you'r question?" Rainbow asked

Ben was about to ask what she meant but was stopped by Rainbow flying at him and kissing him fully on the lips.

All Ben could say was. "Hummmmm." since he was still in shock at what she did.

 **Notice that this chapter will be in two parts.**


	7. a new Rainbow dash part 2

**Previously on Ben 10 and the Elements Of Insanity**

"Applejack said you wanted to tell me you wanted to confess something about me. am i right?" Rainbow asked as for her answer Ben just blushed madly.

"Wait are you sayin.. huuummmm." Rainbow started to say but was cut off by Ben suddenly kissing her on the lips.

"Hummmp" (translation: Ben what are you doing?) Rainbow tried to say.

After 2 minutes gone by he let go for air while Rainbow just pouted and said.

"Why'd you do that?" Rainbow asked.

"Isn't it obvious enough?" Ben asked.

"Wait so you actually like me, like me?" Rainbow asked.

"Well you did just actually answer you're own question, but the real question is do you feel the same way about me?" Ben said.

"Well does this answer _you're_ question?" Rainbow asked.

Ben was about to ask what she meant but was stopped by Rainbow flying at him and kissing him fully on the lips.

All Ben could say was. "Ummmmm." since he was still in shock at what she did.

 **chapter 7:**

"So i take that as a yes?" Ben asked Rainbow.

"Would you think i would kiss you if i didn't like you?" Rainbow asked him.

"Point taken." Ben replied.

"Come on were late as it is." Rainbow said flying off before yelling. " Race ya'" to Ben.

"You're on." Ben said laughing.

... 1 hour later at Celestias castle...

"You're majesty's they have arrived." A guard said.

"Thank you, let them in." Celsetia said.

"Yes you're majesty." The guard replied as he opened the doors to reveal Ben still transformed as CloudThunder and Rainbow Dash.

"You called you're majesty?" CloudThunder asked.

"Yes i did, now i need you two to do me a favor please." Celestia asked them.

"Sure." Rainbow and CloudThunder said at the exact same time.

"*laughs* You two are exactly the same apart from gender. But back to the subject i need you two to go to the Rainbow Factory and make a list of the damage that's been done to it." Celestia said.

"Sure but why do you want us to go there?" CloudThunder asked.

"Well i need you two to list-" Celestia started but was cut off by a all too familiar sound that Ben knows to heart the sound of the Omnitrix powering down.

"Sorry." Ben said.

"It's alright but i need you two to list all damage to the place because i want to know if it's best to leave it standing or demolish it." Celestia finshed.

"Sure that won't be a problem right Dashie?" Ben asked Rainbow but got no reply.

"Dash? you alright?" Ben asked Rainbow.

"..."

"Rainbow come on wake up." Ben said but still no reply, except for the quiet sounds of her crying silently.

"Rainbow you okay?" Ben said getting on his knees in front of her.

"Ben do you know what happened with to Rainbow Dash at the Rainbow Factory?" Celestia asked.

"No, but I've heard the others talk about the Factory that's it, why?" Ben said.

"Well come with me and let her calm down for awhile." Celestia said.

"Okay." Ben said following Celestia.

... 30 minutes later...

Ben and Celestia walk into the room Rainbow still sitting down looking miserable.

"Wow that's some story i can see why she just froze up like that." Ben said.

"Now you understand." Celestia said.

"Rainbow, you okay?" Ben asked as he sat infront of her.

Instead of answering him she just hugged him for comfort.

"Shhhh, Rainbow it's okay i'm here and i won't let anything hurt you i promise on my life." Ben told rainbow.

"You promise?" Rainbow asked.

"With my life." Ben replied.

"Okay i'm ready." Rainbow said.

"You sure you want to do this? i mean you can go back home if you want to." Ben said.

"Okay let's go." Rainbow replied.

... A few minutes later... (both flying to the Rainbow Factory)

"Dang it." Ben said.

"What? What's the matter?" Rainbow asked Ben.

"I left my Plumbers Badge at the castle." Ben answered her.

"Oh." Rainbow said.

"How about this you go on ahead and i'll go back for it." Ben said.

"Sure." Rainbow agreed.

...5 minutes later... (At the castle)

"Now where did you run off too?" Ben said to himself.

Beep,beep,beep.

"Aw, man." Ben said.

"Ah ha, there you are." Ben said. Finding the Badge and putting it in his pocket.

"Now to find Rainbow Dash." Ben said to himself.

"There you are." Ben said as he slammed down the Omnitrix dial.

"CloudThunder!" Ben said.

But unknown to him he was being watched.

"So the little brat has some new aliens, huh." ? said.

"No matter soon Benjamin you're body shall be mine*insert evil laugh* Yes soon enough." ? said.

Suddenly Ben left but not with out leaving a green, white,black sonic rainboom behind.

... Meanwhile ... ( At the Rainbow Factory)

"Where is he?" Asked an impatient Rainbow Dash.

Suddenly there was a very very loud **CLANG, CRASH, BOOM.** Causing Rainbow to leap in fright.

"YYAAAHHHHHHHHHHH." Rainbow almost screamed.

"Whose there?" Rainbow asked.

No one replied except for the Factory door opening apparently by it's self.

"I said whose there!?" Rainbow said louder.

Still no reply, so Rainbow went inside while a laughing thing was rolling on the floor.( that is unless you count it going through it as well)

... Inside the factory... (With Rainbow Dash)

The boxes were torn and the old machines were rusty and broken. Rainbow gulped her hoofs echoed throughout the empty, abandoned and isolated Rainbow Factory. It looked even scarier than last time.

She did however see what appeared to be a small jar of rainbows in liquid form. She hesitantly walked over to the jar and lifted it off the stool. It looked harmless, but why was it here? was she supposed to drink it? what was she supposed to do with it?

She opened the jar and accidentally spilled some on the floor.

"Whoops." She said.

The rainbow puddle, for some odd reason, started turning red. And then, Rainbow realized it was blood and she started becoming scared. And she was so scared she even jumped up when she heard a loud * **CRASH*** coming from outside followed by a loud "OWWW!" and then she heard a voice she knew off by heart "Huh, Rainbow was meant to wait here for me where is she?" Ben said.

Suddenly Rainbow realized that she had spilled the rainbow blood **ON HERSELF** suddenly she started to change while that happened she screamed out in pain.

...Outside the Factory...

Ben suddenly heard someone scream for inside the factory but he realized it was Rainbow Dash's voice.

Ben ran inside to see a partly smashed jar of some sort and a rainbow colored liquid inside of it but around it was fresh blood and it looked like some one had stepped in it.

...Meanwhile at the castle...

"You're highness some boy claiming to be Ben's clone has arrived and he say's that he has some news that just might save Equestria." A guard said.

"Let him through." Celestia said.

A boy that looked a bit like Ben but with: white hair instead of brown, red hoodie, red Omnitrix.

"You're majesty." The boy said bowing.

"Stand, you told my guard that you had something important to say?" Celestia asked.

"The name's Albedo, and yes i do." Albedo said. As he told them everything he knew and what would happen if it continues.

...Back to the Factory...

"I might as well take some back to the princess to look at." Ben said as he picked up a smaller jar big enough to fit into his pocket with the rainbow liquid inside.

Just as he was about to leave he heard a telephone going off. stopping he thought to himself 'what on earth a telephone going off in a abandoned factory? what'.

He followed the sound and came to a room that on the door said " Head of factory: Rainbow dash." When Ben saw this he gasped, but he still went inside the room, but as he did he failed to notice a sudden shadowy blur flying past the room's door.

'bring bring bring bring'

"Yello?" Ben said as he picked up the phone.

"Ben? Ben Tennyson?" A voice said.

"Who is this and how do you know my name?" Ben asked.

"It's me Albedo!" Albedo said.

"WHAT!? what are you doing here?" Ben yelled in surprise.

"That doesn't matter right now but i need to tell you that you and the mane 6 are in DANGER!" Albedo yelled down the line.

"Danger what do you mean danger?" Ben asked.

"Ben I've been to the future and it's not pretty let's say you and the girls go rogue!" Albedo yelled.

"That will never happen.!" Ben yelled back.

"Ben listen to me the other's except Twilight have been taken over by ghosts and i really don't want to say this but Rainbow has too, AND YOU'R NEXT because Zs'Skayr's here and also 'LOOK OUT BEHIND YOU MOVE'!" Albedo yelled down the line.

Ben was about to ask why but was stopped when a meat clever got stuck about 2 inches from the front of his face narrowlly missing him.

"AHHHHHHHHHHHHHHHHH" Ben screamed.

"Ben RUN, RUN NOW." Albedo screamed.

"Get Twilight and send her to the Factory with some guards IMMEDIATELY!" Celestia yelled scared of what was happening to Ben. (speaking of Ben. scene change)

"WHO ARE YOU!?" Ben screamed.

"Who me? I'M YOU'RE WORST NIGHTMARE!" The human like female shouted at him. About to cut him with the meat cleaver.

But Ben manged to dodge and ran out the room with her chasing him.

"What do you want from me!?" Ben asked yelling.

"I want you're blood that's what."*insert maniac laugh* The woman said.

Suddenly the woman grew wings and flew ahead of Ben who then turned and ran the opposite direction of her.

"Good think i lost her." Ben said hopefully but hope wasn't on his side as he was suddenly struck with a meat cleaver in the chest area.

"AHHHHHHHHHHHHHHH!" Ben yelled in pain blood covering his hand as he tried to stop it from bleeding but he blacked out when she kicked him in the back of the head.

...2 minutes later...

"Agh." Ben hissed in pain as he tried to sit up but found he was tied up to an examination table.

"Huh?" Ben asked.

"Oh good you're awake, i thought that i lost you for a second, then again i wouldn't be able to have any fun with you." The girl said.

"Just who the hell are you?" Ben yelled at her but pain was obviously in his voice.

"Do you like riddles? because i know a good one that you'll love." The girl said.

As she said that Ben managed to get a good look at her she looked human but part Pegasus she also had Rainbow dash's coat colour and her rainbow colored hair. She had a D cup bust size. And had a white lab coat with rainbow stains on it(basically it looked like Rainbow Dash but human version but like Pinkie Pie at the same time.)

"Yes, i do like riddles." Ben said hoping to buy himself some time for the Omnitrix to recharge.

"Don't bother with the watch i deactivated it for about a couple of hours." She said.

"Now the this is how the riddle goes: If it's someone you know. Someone you love. Someone close to you. Someone who loves you two. Someone you promised to protect with you're life. Who am I?" She finished. (don't worry if you haven't figured it out you'll find out later in the story.) *insert troll face*

"Now on to business." She said.

And started to cut Ben making him scream out his 'lungs'(not really figure of speech)

... Meanwhile outside...

The guards, Twilight and Albedo had just arrived at the Factory when they heard someone screaming.

"That's Ben." Twilight shouted.

... Inside...

The girl was cutting off the watch from his left wrist which when it came into contact changed from green colored to rainbow colored ( ironic no? )but with her cutting it off of him was causing him pain ( and one more thing since he hasn't removed the Omnitrix in a while it's wired to him so basically it's like this if the watch is removed :from him which is now his technically speaking 2nd heart: he has about 24 hours left to live unless he can find it in time that is)

Suddenly the front door burst off it's hinges and Albedo and Twilight and the guards ran through what used to be the door frame. But when they saw this Twilight and Albedo stopped as the guards went after the girl.

"Ben what happened to you?" Twilight asked.

"Twilight Omnitrix put it on me please." Ben begged.

"Ben calm down it's a side effect from it being removed." Albedo said as he put it back on Ben who almost immediately began to feel better.

"What do you mean 'side effect'?" asked Twilight.

"I mean that since the Omnitrix has been on Ben this long it's keyed itself onto his very life source." Albedo told her while freeing Ben.

"Wait so you mean to tell me that the Omnitrix is like Ben's 2nd heart?" Twilight asked shocked.

"Something like that yes, my dear." Professer Parodox said, appearing next to Twilight and Albedo.

"Gumball anyone?" Parodox asked. Everyone politely said no.

"Suit yourself." He said.

"And yes twilight the Omnitrix is attached to Ben's heart so if it's removed or destroyed and if Azmuth can't make a new one Ben will die." Parodox said.

"And i sense change in you Albedo what made you change?" a curious parodox asked.

"Well let's just say, oh how did it go? oh ya 'seen the light' " Albedo said.

" I see, well can't stop got to go cherreo." Parodox said before leaving.


	8. Notice

**Notice**

 **i will be uploading 1 or 2 chapters each week.**


	9. the deadly game begins

**Previously on Ben 10 and the Elements Of Insanity:**

"Gumball anyone?" Parodox asked. Everyone politely said no.

"Suit yourself." He said.

"And yes Twilight the Omnitrix is attached to Ben's heart so if it's removed or destroyed and if Azmuth can't make a new one Ben will die." Parodox said.

"And i sense change in you Albedo what made you change?" A curious Parodox asked.

"Well let's just say, oh how did it go? oh ya 'seen the light' " Albedo said.

" I see, well can't stop got to go cherreo." Parodox said before leaving.

 **chapter 8:**

Twilight quickly ordered a blimp and flew up to Cloudsdale. She banged and pounded on the front door.

"Rainbow! Open the door!" Twilight yelled.

She then saw a note on the door handle that read,

 **Not home at the moment. Come by later.**

Twilight was getting worried. All of her friends minus Ben were acting weird beyond meaning. And she had a bad felling in her stomach.

"Maybe Spike has some type of explanation." Twilight told herself.

Twilight rushed back to her house and ran inside. Spike was sleeping on his small bed in Twilight's room. Twilight didn't want to wake him, so she just decided to wait until morning to settle all of this drama.

It was finally daytime in Equestria. Twilight was still asleep in her bed and so was Spike, but Twilight was having that same weird dream. But this time was different. The creature in her dream actually spoke to her. The only problem was that she couldn't understand what it was saying.

She gasped and her eyes opened after waking up. She was sweating rapidly, and took a glance out the window. The sun was full and bright today. Spike stirred in his sleep, but soon got comfortable again.

Twilight could no longer stand it. The dram she kept having was starting to disturb her and make her feel extremely uncomfortable. She had to find why most of her friends were acting so weird.

But before she could anything however, Spike jumped out of bed when the door bell rang. *knock knock knock*

"Yo, Twilight you in? i got something i need you to see." Ben yelled to her.

"Coming!" Twilight yelled out the open window.

*Opening the door* "Hey Twilight i need to ask a question is that okay?" Ben asked.

"Yes it's okay." Twilight answered.

"Okay here's the question 'How do you get mail from Princess Celestia'?" Ben asked.

"She send's it through Spike." Twilight said. "Why do you want to know?" She asked him.

"Well because i got a letter from a person who told me to give it to you." Ben said as he handed the paper to her.

Twilight read the letter but it wasn't from Celestia.

(This is what it read)

 _ **Dear Twilight sparkle and Ben Tennyson.**_

"Hey Ben it looks like it's meant for the both of us." Twilight said.

"Let me see." Ben replied.

 _ **Both you'r friends, are acting strange, are they not? I know why, and i know all about both of you Twilight you're the Element Of Magic, and Ben you're the Element Of Courage. You're both part of the Elements Of Harmony. But not for long... I wanna play a game with you both, Twilight,Ben These are the rules. You have exactly Ten days. If i were you, I would visit each friend on each day. Your goal is to reverse their dark personality and reform them back into their regular self. Using magic is useless, so don't even try it, and Ben can only use the Omnitrix's normal function and No Master Control or Ultimate Forms if he uses them for anything the Omnitrix circuitry will short out and i will come and claim you both on the spot. On the Eleventh day i will come for you both. And if your friends aren't reborn, then you lose the game. We begin tomorrow at sunrise. Let the games begin.**_

 _ **P.S: The reason i gave you Ten days is because the Mane Six will fight back.**_

 _ **P.P.S: Ben the answer to the riddle that girl gave you, you remember it right?**_

*Insert flashback*

"Yes, i do like riddles." Ben said hoping to buy himself some time for the Omnitrix to recharge.

"Don't bother with the watch i deactivated it for about a couple of hours." She said.

"Now the this is how the riddle goes: If it's someone you know. Someone you love. Someone close to you. Someone who loves you two. Someone you promised to protect with you're life. Who am I?" She finished.

*End flashback*

 _ **If you do remember it this is how it went right?**_

 _"If it's someone you know. Someone you love. Someone close to you. Someone who loves you two. Someone you promised to protect with you're life. Who am I?"_

 _ **How about a clue to the riddle if you already haven't figured it out. This is the clue: Rainbow colored mane, Cyan colored skin.**_

 _ **From Stranger**_

"Son of a Bitch." Ben yelled.

"Ben language." Twilight yelled.

"Twilight read the last part of the massage again." Ben told her.

*Gasp*

"Rainbow Dash?" Twilight said.

"Yes that riddle that girl told me." Ben replied.

"Wait, hold on, what riddle?" Twilight asked.

"Oh ya i never told you. This is how it went: If it's someone you know. Someone you love. Someone close to you. Someone who loves you two. Someone you promised to protect with you're life. Who am I? The answer is..." Ben left it hanging.

"*gasp* Rainbow Dash." Twilight said.

"Bingo." Ben said.

Twilight was adjusting to what she just read.

It was crazy, but she and Ben had to find out the truth about her friends. So they waited until next morning. She had woken up Spike to inform him what she was doing. Spike thought they were being crazy and paranoid, but the didn't care.

 **The real game was about to begin.**

Twilight kept having the nightmares, and didn't get much sleep. But she was able to handle the day by preparing herself a cup of coffee. She strapped a saddle around herself and headed towards Fluttershy's house with Ben and Spike by her side.


	10. Fluttershout's problem

**Perviously on Ben 10 and the Elements Of Insanity**

Twilight kept having the nightmares, and didn't get much sleep. But she was able to handle the day by preparing herself a cup of coffee. She strapped a saddle around herself and headed towards Fluttershy's house with Ben and Spike by her side.

 **chapter 10:**

"Twilight, you're being paranoid." Spike said.

"No i'm not, and i will prove it." Twilight said.

"She doesn't need to prove anything Spike." Ben said. "Because I've been through this once before." Ben told Spike.

"What do you mean?" Spike asked him.

"What i'm trying to say is that Twilight is not being paranoid, because i've been through this and i hoped i would never have to go through it again." Ben said close to tears. "Because of that i-i-i- i had to kill one of my own friends and i even had to kill my own cousin just to save her." Ben told Spike who was now in tears. "But you know what the hard part was? she said ' Don't blame you're self for this and live on in our name' the worst part of it was i didn't even get to say I was sorry to her." Ben said starting to cry.

"Ben i'm sorry i didn't know." Spike told him.

"It's okay Ben at lest let her name live on through you." Twilight said.

"Thanks Twilight." Ben said.

Twilight, Spike and Ben were on their way to Fluttershy's house. Spike of course disapproved this, but Twilight and Ben knew it had to be done. They didn't even know what was wrong with there friends.

When they got to Fluttershy's cottage, they immediately noticed the environment looked different from the usual. The sky was gray and dull, the grass was dark, the cottage windows had wooden planks nailed onto them and no animals were in sight.

Twilight, Ben and Spike exchanged glances before hesitantly heading towards the door. Twilight knocked and soon heard hoof steps coming for the door. The door fully opened, revealing Fluttershy. But it was too dark to see her appearance but the only thing visible apart from her eyes was a sun like tattoo on her right eye.

"H-Hey Fluttershy. Can we talk, please?" Twilight asked.

Fluttershy stood there a second, staring at Twilight. Twilight nervously grinned and sweated while Fluttershy stared at her. Eventually, Fluttershy stepped aside to allow them inside.

Twilight immediately noticed all the lights were off, and the only lights in the cottage were the a lot of candles. Each candle was either burgundy, gray or black. A small portion of animals were trembling with fear in the corner of the cottage.

"So, Fluttershy. How have you been?" Twilight asked.

"Fine." Fluttershy answered.

Her voice was a tad bit higher than usual, but still sounded like her usual voice.

"Stay out of my shed." Fluttershy said.

Twilight,Ben and Spike blinked twice in confusion. Fluttershy then looked at Spike.

"Have you been a good dragon, Spike?"

"Uh, yeah-"

"You haven't been mean to other ponies, have you, Spike?"

Spike was starting to feel uncomfortable, if he wasn't already.

"N-No, ma'am?" Spike said.

Spike never really called Fluttershy ma'am, so if felt weird. But he didn't want to take the risk. Fluttershy the looked at Twilight and Ben.

"Would you three like some tea?" Fluttershy asked.

"S-Sure." Twilight said.

"Y-Yes, please." Spike said.

"yes please Fluttershy." Ben said politely.

Fluttershy headed towards the kitchen, but stopped.

"Oh, don't forget. Stay out of my shed." Fluttershy said.

Fluttershy entered the kitchen and prepared the tea. Twilight, Ben and Spike secretly went to the backyard. Twilight noticed the shed door was slightly cracked open.

"Twilight, this isn't a good idea." Spike whispered.

Twilight and Ben ignored the nervous and frightened Spike, and continued walking towards the shed. Twilight peeked inside the dark shed. She slowly stepped inside while Spike and Ben followed. Twilight soon found the light switch and flipped it on. She immediately regretted doing it however. Twilight, Spike and Ben gasped after noticing what was hanging on the walls. Dead animals that had been ripped apart and their flesh was nailed to the walls. Some of the animal's stomachs were ripped open and the organs were nailed next to the body.

Blood dripped on the floor and in the corner was a stack of bloody brains from the dead animals. They took a few steps inside, staring and gagging at the disturbing scene. Fluttershy couldn't have done this, it just couldn't be. A small table held ears, feet, wings and arms of the creatures she killed. Twilight, Ben and Spike examined the room, and just as they were about to leave, the light flickered and a familiar voice was herd behind them.

"Heyyyyyy, guys." Fluttershy said.

Twilight, Ben and Spike spun there heads around. They finally got a full view of Fluttershy. Her hair was cut short and had a red and white stripped hat, her ribs were showing and she was standing on her hind legs with a huge butcher knife in her hoof that was almost as tall as her. She had an insane grin and her eyes were shrunk insanely.

"What i tell y'all about COMING IN MY SHED!" Fluttershy yelled.

She raised her butcher knife high in the air, ready to slam it into Twilight and Spike's skull. Twilight and Spike screamed before jumping out the way. Fluttershy continued to atempt to slice them in half with her gigantic butcher knife. Twilight attempted to use magic, but for some strange reason, it wouldn't allow her. Every time she tried, her horn would glow for a second, and then a dark glow would overcome her unicorn horn and send a massive headache to her head, preventing her from preforming any spells or lifting any objects using levitation.

Eventually, Twilight and Spike ran out of the shed. Twilight needed to find a way to reform Fluttershy. So while running around the backyard, Twilight tried to reason with her.

"Fluttershy! Stop please!" Twilight said.

Fluttershy skidded to a stop and held her butcher knife high in the air.

"My name is not Fluttershy anymore. My name is Fluttershout! The element of kindness!" Fluttershy yelled.

"Kindness!? This isn't kind at all!" Twilight yelled.

"You should've been kind enough to respect my rules and stay out of my shed! I'm only kind to those who deserve it! Now, die!"

Fluttershy, or should i say, 'Fluttershout', tried to cut Twilight in half when she tripped, but Ben pushed Twilight out of the way.

 _...3 minutes earlier..._

Ben peaked out from behind the door where he was trying to come up with a way to reform Fluttershy, but was interrupted when Twilight and Spike ran outside with Fluttershy closely following.

"What are they doing Twilight?" Ben asked himself.

"It appears they are trying to confuse Fluttershy, my dear boy." Skird told him.

"Skird when did you get here? i thought we were spearated when we got transported here?" Ben asked him.

"Tell you later, but get Twilight out of the way!" Skird said.

Ben looked up and saw Twilight trip and fall over. With Fluttershy raising her butcher knife ready to slice Twilight in half.

Ben started to run towards them.

"Noooooooo." Ben yelled.

 _present_

"Nooooooo." Ben yelled running towards them.

Ben jumped and shoved Twilight out of the way, which in turn made Fluttershout's butcher knife strike him instead of Twilight.

"AGGGHHHHHHHHH!" Ben screamed in pain, as the blade cut him across the chest blood coating the blade.

Fluttershout moved back to admire her work, she dislodged the blade from Ben's chest as his chest size cut continued to spurt up blood but at least she didn't cut his main blood vain that runs up to his brain. Fluttershout came in for the kill, she knew Ben was badly injured. Ben saw Fluttershout coming at him again and got ready.

Fluttershout expected it to be one clean hit to the head but didn't count on Ben still being able to defend himself with a 'Fourarms' like punch to the face knocking her down and getting the gigantic butcher knife stuck in the ground.

Fluttershout struggled, trying to pull it out of the ground. Twilight and Spike grabbed Ben and put him on Twilight's back. And they ran back to their house, Where Twilight and Spike were regretting ever visiting Fluttershout.

 _Twilight and Spike's home._

When they got inside they immediately grabbed Ben and put him on the couch, and fell to the ground in exhaustion. Both Twilight and Spike's hearts were racing and their heads ached of confusion, shock and fear. They were sweating rapidly and breathing heavily.

"We better get Colgate." Twilight said looking over at Ben who wasn't doing to well with the blood loss.

Spike nodded and went to fetch Colgate. While Twilight went to fetch the first-aid kit, and wrapped up Ben's chest cut as best she could.

 _5 minutes later._

"Twilight, i got Colgate!" Spike yelled.

"Twilight, i'm here and where's the patient?" Colgate asked.

"In here but hurry i don't know how long he can last with the blood loss." Twilight said worryingly.

"Stand aside, let me see." Colgate said.

Twilight moved to the left to let him pass, but as she did Spike noticed a large cut on her leg. And went to wrap it up.

 _1 hour later._

"He should be fine now." Colgate told them.

"Thank you Colgate." Twilight and Spike said at the same time.

"No problem, but i must tell you that if that cut opens it might be to much to close it up, so when he wakes up tell him to take a rest for a couple of days and he should be fine." Colgate told them.

"Thank you Colgate." Twilight said.

"Call me if you need me." Colgate said walking out the door.

"Good bye you two." Colgate said.

"Goodbye, Colgate." Twilight and Spike said.


	11. Applepills

**previously on Ben 10 and the elements of insanity:**

"He should be fine now." Colgate told them.

"Thank you Colgate." Twilight and Spike said at the same time.

"No problem, but i must tell you that if that cut opens it might be to much to close it up, so when he wakes up tell him to take a rest for a couple of days and he sould be fine." Colgate told them.

"Thank you Colgate." Twilight said.

"Call me if you need me." Colgate said walking out the door.

"Good bye you two." Colgate said.

"Goodbye, Colgate." Twilight and Spike said.

 **Chapter 11:**

Twilight woke up the next day. Twilight and Spike were debating whether they both should visit Applejack together since Ben was still recovering from the chest cut from 'Fluttershout'. Twilight wanted to keep Spike safe, yet Spike kept saying that he could handle it. So after a long discussion, Twilight gave up and let Spike tag along. Twilight was a bit more prepared than last time. She made sure to pack a flashlight, medical kit, water bottle and food. She honestly didn't want to pack a weapon, for she didn't like the thought of her using a weapon on one of her friends. She left the house and cautiously headed over to Sweet-apple acres were Applejack lived.

When they got there, Twilight immediately noticed the environment. it wasn't lively anymore, in fact, the apple trees were drooping over and some of the apples were spoiled or dull. The grass was yellow and looked like hay. And the sky was dull and near this area. Big Macintosh, Granny smith and Apple bloom were nowhere in sight.

Twilight gulped and hesitantly knocked on the door while trembling. Applejack soon came over to the door and cracked the door open. She peeked through the door and took a look at the two frightened animals. She raised a brow and fully opened the door, allowing them to clearly see her entire body. Her hair was ganging loosely down as well as her tail, her eyes looked red and her breath smelled like...alcohol.

"Why are y'all two shaken like that?" Applejack asked.

Twilight and Spike had been fearfully shaking, but Twilight managed to calm down.

"Uh, no reason. Can we talk?" Twilight asked.

Applejack shrugged.

"I guess."

Applejack allowed Twilight and Spike to enter her house. They immediately examined their surroundings. The living room was a mess as if a pack of animals had been fighting. Empty beer bottles and cigarette carts were scattered onto the floor. And one of the windows was cracked. Twilight cringed at the horrible smell of alcoholic beverages and the horrible smell of smoke.

"Sorry 'bout the mess. I had some things ta' handle." Applejack said.

"Oh, it's alright," Twilight said before sitting on the couch. "So, how was your day?"

Applejack shrugged.

"Fine, I guess."

Spike sat next to Twilight. Applejack eyed Spike a bit.

"Spike? Have you been an honest dragon?" Applejack asked.

"Y-Yes ma'am." Spike said.

Now he was calling Applejack 'ma'am'.

"Good. Don't you ever lie to me or Twilight, do ya' understand?"

"Y-Y-Y-Y-Y-Yes ma'am."

"Applejack, have you been, drinking?" Twilight asked.

"Yeah, so? I'mma grown ass mare; I can do whatever tha' hell I want!"

Twilight gasped and covered her mouth. It's been a while since somepony as actually cursed like that.

"I-I-I-I'm sorry! I didn't mean it that way! I was just curious, and I-"

"I understand. Didn't mean to snap at ya'. I apologize." Applejack said.

Applejack took out a bottle of beer and started chugging it down. Twilight watched in horror, but tried to stay calm. Twilight and Spike backed away from Applejack and towards the backdoor.

"Where are y'all goin'?" Applejack asked.

"Oh, I uh…we're just gonna go check out the apple trees." Twilight lied.

Applejack studied her for a second.

"Well, alright." Applejack said.

Twilight and Spike went through the backdoor and made sure Applejack didn't follow them. Twilight and Spike soon heard muffling sounds coming from the barn. Twilight and Spike looked at each other before walking inside the barn. It was dark and difficult to see at first, but Twilight soon found a light switch. When she turned it on, she seen something she didn't expect to see.

Granny smith, Big Macintosh and Apple bloom were all tied up in a rope with a hat on that said "Liar, liar, pants on fire". Their mouths had duct tape on them, making them unable to speak. They looked scared beyond meanings, and were trying to yell help. Spike ran to them, trying to untie them. But then, Twilight and Spike heard the door slam shut and lock.

They shot their heads around, only to see Applejack standing on her hind legs in front of the exit/entrance door. They all gasped and watched as Applejack's frown deepened. She held a wooden baseball bat.

"I. Don't. Like. Liars." Applejack said.

Applejack attempted to knock Twilight and Spike out with her baseball bat, but they quickly ran out the way. Once again, Twilight tried using her magic, but the same thing that happened last time happened again. Twilight was left with a massive headache. Applejack tripped Twilight with the baseball bat, but before she could do anything else, Twilight bucked Applejack away from her. Applejack threw a couple of beer bottles at the two frightened animals.

"A-Applejack, you have to stop this!" Twilight said.

"I ain't Applejack! I'm Applepills! The Element of Honesty! And I honestly want ta' smack the livin' hell outa' y'all with this baseball bat!" Applejack yelled.

Applepills continued throwing bottles of beer at Twilight and Spike until eventually, Twilight bucked the door down and ran back to the house with Spike. "You better run, ya' dirty rotten liars!" Applepills yelled.

When Twilight and Spike got home, they landed on the floor once again. Twilight's coat was soaked with alcohol thanks to Applepills throwing beer bottles at her. Twilight groaned and sat down in her bedroom with Spike.

"This is becoming a nightmare." Twilight said.

"Why is this happening?" Spike asked.

Twilight handed Spike the letter she received and he read it.

"Whoa, creepy." Spike said.

"I know."

Twilight and Spike crawled into their beds. Twilight pictured Applejack in her head, but it was quickly replaced by Applepills. Twilight sighed and pulled the blank over her body.

"Who are we visiting tomorrow?" Spike asked.

"We're gonna visit Rarity."

 **Please leave a like and please leave a review so i can make changes if i need to and if you'd like a pony OC of your own in the story don't forget to mention it in the review. This is Minecraft King signing off until next time.**


	12. Rarity's anger issuses

**previously on Ben 10 and the elements of insanity:**

When Twilight and Spike got home, they landed on the floor once again. Twilight's coat was soaked with alcohol thanks to Applepills throwing beer bottles at her. Twilight groaned and sat down in her bedroom with Spike.

"This is becoming a nightmare." Twilight said.

"Why is this happening?" Spike asked.

Twilight handed Spike the letter she received and he read it.

"Whoa, creepy." Spike said.

"I know."

Twilight and Spike crawled into their beds. Twilight pictured Applejack in her head, but it was quickly replaced by Applepills. Twilight sighed and pulled the blank over her body.

"Who are we visiting tomorrow?" Spike asked.

"We're gonna visit Rarity."

 **Chapter 11:**

*Next morning*

Twilight and Spike were heading over to Rarity's boutique the next day. Spike was praying that Rarity wasn't insane like Butchershy and Applejerk. He would hate to see his crush looking like a mental and insane pony. When they got there, Twilight knocked on the door.

"Just a minute." Rarity said from inside the boutique. Rarity soon came to the door an opened it, revealing her entire body. She wore a robe covering her body, a towel covering her mane, a facial mask and an eye patch on her right eye. Twilight and Spike stared at her with confusion.

"Greetings dearest, Twilight. And greetings to you Spike. I know your both wondering why I'm dressed in such attire with an eye patch and a facial mask. Lets just say, Sweetie belle decided to help me with a little, experiment. But anyway, can I assist you two of something?" Rarity asked. "Ugh, yes. Can we come in?" Twilight asked.

Rarity stepped aside and allowed them two to enter. Her boutique didn't look much different. Unlike Butchershy and Applejerk, her boutique looked exactly the same and wasn't creepy or messy. But for some weird reason, Rarity's mannequins were missing and out of sight.

Twilight thought about it, but was soon snatched out of her thoughts by Rarity's voice.n"Can I get you something to drink? Perhaps, tea? Or coffee?" Rarity asked. "Ugh, no thank you." Twilight said.

Rarity sat down next to Twilight and Spike on the couch. "So, Rarity, have you done anything exciting lately?" Twilight asked. "Of course! Thank you for asking. I've been spending a lot more time with Sweetie belle lately, and I really admire her artistic skills. But something bothers me greatly."

"What?"

"You see, I wanted her to draw and create art using my special paint, but she refuses. I don't know why, it would've been fun. And every time I mention my special paint, she starts getting scared." Twilight seemed curious.

"Go on." Twilight said. "Ever since I've introduced her to my special paint, she hasn't been looking at me the same way." "What is your special paint made of?" Before Rarity could answer Twilight's question, they all heard the sweet voice of Sweetie belle.

"Rarity! Can I go play with Scootaloo and Apple bloom?" Sweetie belle asked. "Of course you can darling. But be back before supper. Pinkamena and I have prepared a special desert for you, and we think you'd love it." Rarity answered. "Pinkamena?" Twilight asked.

"Whoops! Did I say that? I meant, 'Pinkie pie'. Silly me! How can I get Pinkie pie mixed with Pinkamena?" Rarity chuckled while Twilight cautiously examined the suspicious unicorn. Sweetie belle ran out the front door of the boutique a of she wanted to desperately leave the place for some weird reason.

"Spike, have you been a generous dragon?" Rarity asked. "Y-Yes ma'am." Spike said."Good. Now I must-" Soon, Rarity heard the telephone ring. Rarity headed over to the telephone while Twilight and Spike tip toed over to the attic. They had seen a trail of a wet substance that they couldn't predict thanks to the carpet. When they reached the attic, they hesitantly flipped on the light switch.

Twilight and Spike froze. Mannequins were standing tall with parts of real ponies sewed onto them. A doll that looked like Rarity had sat on a stool with a beating heart that was sewed into the chest of the doll. A jar of blood sat in the far corner of the attic, and the label read, "Special paint".

Twilight then realized why Sweetie belle was so desperate to leave. Rarity had tried to convince and persuade Sweetie belle into drawing by using blood. Before Twilight and Spike could do anything else, they both heard an insane laughter coming from behind them.

They shot their body around and seen Rarity, without her robe, facial mask and eye patch. Her entire body including her bold-and-black eye, heart-shaped tattoo on her chest and the three scratches through her other eye were all visible. She stood on her hind legs and her mane and tail were disheveled.

Without thinking, Twilight snatched the small Rarity doll up and held it in her mouth. "Twilight, darling. Give me my doll please." Rarity said. Twilight shook her head. The doll possessed something dark, and Twilight knew that if she gave it to Rarity, she'd be more insane than she already is. "Twilight, this is no longer an option. Give me my doll."

Twilight ran in front of Spike, whose eyes were widened with fear and disbelief. "R-Rarity..." Spike said. "Spikey Wikey, please tell Twilight to give me my doll." Rarity said. "Don't do it Spike!" Twilight said, still holding the doll on her mouth.

Spike was sweating rapidly. He couldn't decide who's side to choose. He knew that if he chose Rarity's side, it would be wrong. But if he chose Twilight's side, he would ruin his chances of earning Rarity's love. He soon decided to choose Twilight's side, because his feelings didn't matter at the moment.

"Rarity, I can't let you do this." Spike said. Rarity frowned and crossed her arms. "Fine, if you won't give it to me-"Rarity levitated a few very sharp needles she used for sewing, and a few sharp jewels. "Than I'll take it from you by force!" Rarity shot the needles and jewels at Twilight and Spike. They easily dodged the attacks and tried to find a way out of the attic. Twilight had dropped the doll accidentally and then noticed the beating heart inside of the doll.

"R-Rarity!?" Twilight asked. "Opalense wasn't behaving well, so I ripped out her heart and gave it to someone who truly deserves it." Rarity said. "A doll?"

"She's not just a doll! She's the only friend I have!" Rarity shot more diamonds and needles at Twilight and Spike. Soon, a diamond stabbed Spike's tail, causing him to yelp in pain and fall over. "Spike!" Twilight yelled.

Twilight ran to Spike's side and kneeled down next to him. Blood trickled down his tail. Twilight couldn't believe her eyes. She hated seeing blood. Almost everypony hated seeing blood. Someponies have never even seen blood. How could Rarity do such a thing? "How could you Rarity!?" Twilight asked, tears almost forming.

"Rarity? I'm not Rarity anymore, darling. I'm Lil miss Rarity! Element of generosity! And since you weren't nice and generous enough to give me my doll back, then I'll just have to teach you a lesson about manners!" Twilight carried Spike out of the attic and downstairs, desperate to run back home.

Where do you think your going?" Lil Miss Rarity Miss Rarity used her magic to lock all the doors and windows. Twilight gasped and tried pulling them open. But it wouldn't budge. Rarity continued walking towards Twilight and Spike. Spike was still laying on the ground in pain, but found enough courage to pick up a jewelry box off the floor and throw it at Lil Miss Rarity.

It got Lil Miss Rarity's head and caused her to fall on her back. Twilight soon broke the door open and carried Spike home. When they got home, they landed on the floor again. They heavily breathed. Spike began to form tears in his eyes. Twilight was able to aid his wound, but he still felt sad.

"What's wrong Spike?" Twilight asked. Spike was silent for a second, but then spoke."How could Rarity do such a thing...?" Spike asked. Twilight sighed and hugged Spike."I don't know Spike. But it'll all be over soon. I just have to find a way to reform my friends." Twilight said. And with that, they both went to sleep. They knew who they were gonna go against tomorrow. Pinkie pie.

 **Please leave a like and please leave a review so i can make changes if i need to and if you'd like a pony OC of your own in the story don't forget to mention it in the review. This is MinecraftKing signing off until next time.** Also i will be rewriting this story when i get the chance.


	13. Pinkie Pie

**previously on Ben 10 and the elements of insanity:**

Twilight soon broke the door open and carried Spike home. When they got home, they landed on the floor again. They heavily breathed. Spike began to form tears in his eyes. Twilight was able to aid his wound, but he still felt sad.

"What's wrong Spike?" Twilight asked. Spike was silent for a second, but then spoke."How could Rarity do such a thing...?" Spike asked. Twilight sighed and hugged Spike."I don't know Spike. But it'll all be over soon. I just have to find a way to reform my friends." Twilight said. And with that, they both went to sleep.

 **Chapter 12:**

Twilight and Spike had woke up the next day. They noticed how each friend grew more and more difficult whenever Twilight and Spike visited them. It wouldn't be long until they had to fight Rainbow dash which was bound to be the most challenging. Just as Twilight and Spike were about to head over to Sugarcube corner, they got a phone call on the telephone. Twilight answered it, only to hear Pinkie pie's cheery and enthusiastic voice. "Hello-"

"Hi Twilight!" Pinkie pie yelled, cutting Twilight off. "Could you do me a favor?" "What type of favor?" Twilight asked Pinkie pie.

"A very fun favor! I need help making cupcakes. Could you please come over here and help me?" "Ugh...sure?" Twilight said.

"Great! Can't wait to make and bake cupcakes! Hey, it rhymed!" Pinkie pie hung up the phone. Twilight knew something was up, so she cautiously headed over to Pinkie pie's house with Spike. When she got there, she knocked on the door. She prayed to Celestia that Pinkie pie wasn't as insane as her other friends right now. Pinkie pie cheerfully opened the door with a grin.

She looked the same, expect her hair was flattened for some odd reason. Usually when he hair was flag, that meant she was sad or mad. But she looked perfectly fine. What was going on? "Your finally here! Yay!" Pinkie pie yelled. "And you brought Spike! Your a really thoughtful person Twilight; the more the better." Twilight nodded and cleared her throat "So ugh, Pinkie pie?" Twilight asked. "Yes?" Pinkie pie asked.

"Have you been feeling...normal and okay lately?" "I think so. Why?" "No reason."

Twilight and Spike walked inside Pinkie pie's house. It looked normal unlike the last three friends. The kitchen was clean, decor was cheery and treats of all kinds were in the display case. Twilight actually seen one treat that caught her eye. It was a velvet cupcake, similar to the she ate the first time she visited Pinkie pie.

It looked and tasted so different from the one's she usually made. So Twilight decided to ask her. "What's that cupcake made of?" Twilight asked, pointing to the red velvet cupcake in the display case.

"Well, a special pony helped me make it. As for the secret ingredient, I can't tell you. But I do need you to help me get some more secret ingredients." Pinkie pie explained.

"Well how am I suppose to help you get more if I don't know what it is?" Twilight asked. "Simple, just eat this cupcake." Pinkie pie said before pulling out a cupcake. It was coconut flavored with sprinkles and white frosting.

"I gotta use the bathroom." Spike said. "Okay, don't be long." Pinkie pie said.

Spike left to use the bathroom while Twilight took a bite out of the cupcake. She smiled. It didn't taste too bad, but it kind of had a weird after taste. "So ugh, Pinkie pie? What have you been doing lately?" Twilight asked.

"Nothing much, other than baking treats. Listen Twilight, I would really love to talk to you, but its about time you took a nap." Pinkie pie said. "What?" Twilight asked.

Twilight then began to feel dizzy. Her vision was getting blurry and she started stumbling over. "P-Pinkie...pie...? What's...happening?" Twilight asked. But before Pinkie pie could answer her question, Twilight fell on the ground and passed out.

Twilight groaned and began to wake up. Everything around her was dark. She tried moving her hoofs, but they felt as if they were strapped down. She also tried moving her head, but her head was strapped down too. "What's going on here?" Twilight tried glowing her horn, but soon remembered that she couldn't. She began to panic, until she heard a familiar voice."Oh, your finally awake." Pinkie pie shot her head towards the door that suddenly opened in front of her. The outline of Pinkie pie was what Twilight seen. "P-Pinkie? What's going on?" Twilight asked.

Pinkie pie giggled and stepped inside of the room. "Were making cupcakes, remember?" Pinkie pie said. "Ugh, okay. Well why am I tied down?" "Because, I need the secret ingredient to make my cupcakes." "Secret ingredient?" Pinkie pie giggled.

"You, silly." Pinkie pie answered./ppPinkie pie flipped the switch and the light to the room came on. Twilight gasped after examining her surroundings. Dead ponies were everywhere, either stuffed or used as some other decoration. A sign that said "Life's a party" was hanging above a table. Blood was everywhere, and torture devices were very visible.

"I was so glad when your number popped up! In fact, was so excited, that I almost forgot to breath! I can't wait to slice your head open and hold the smartest brain in Equestria!." Pinkie pie said.

Twilight was shocked and scared. Both her surroundings and Pinkie pie's words were disturbing. Twilight knew she couldn't use her magic. Not only was she unable to produce magic in the first place, but Pinkie pie wrapped a piece of cloth around her unihorn. "P-Pinkie pie, why are you doing this?" Twilight asked.

"I just told you." Pinkie pie said. "B-But this is wrong. Friends don't do things like this to each other."

"It's too late now, Twilight. You were the one who volunteered, so its your fault that your here." Believe it or not, Twilight began grow angry. "Your a sick, bastard!" Twilight yelled.

Twilight gasped and tried covering her mouth, but then remembered that her hoofs were strapped down. She never said a cuss word in her entire life. It made her tongue feel funny. Pinkie pie however, looked as if she didn't mind Twilight cussing.

"Sick? I just checked my temperature not too long ago, so I assure you Twilight, I'm perfectly fine. But thanks for being so concern. You really are a true friend." Pinkie pie said.

Pinkie pie grabbed a small knife from the metal table and walked closer to Twilight. "Now let's get started!" Pinkie pie said.

Twilight knew she was doomed, until she seen a small familiar purple and green dragon tip-toe his way into the room. Twilight pretended she didn't see him so that Pinkie pie wouldn't find out. Spike grabbed what looked like a large wooden plan and stood behind Pinkie pie. He raised his wooden plank high in the air, but before he could hit Pinkie pie, Pinkie pie grabbed it and shot her body towards Spike. Her face was inches away from Spike's, her eyes were shrunk and an insane grin was plastered on her face. "Hi, Spike!" Pinkie pie yelled.

Spike screamed and ran away from Pinkie pie. Pinkie pie giggled and slowly headed towards Spike, who was trying to find a way to free Twilight. Spike dodged all the sharp blades that Pinkie pie thrown at him, and tried desperately to stay alive. Pinkie pie looked as if she was enjoying this. Her insane smile never left her face.

Spike finally ran fast enough to unstrap one of the shackles from Twilight's hoof. But just as he was about to unstrap another one,

"Spike, look out! Don't-" But before Twilight could finish, a small butcher knife went straight through his stomach.

"SPIKE!" Twilight yelled. Twilight felt tears forming in her eyes as she stared down at Spike. Spike's breath was taken away as he fell on his knees in front of Twilight. "T-Twilight..." Spike said.

Twilight watched as blood poured out from Spike's wound. Pinkie pie walked up behind Spike and lifted the poor dragon up by the tail. "W-Why, Pinkie?" Twilight asked. Pinkie pie giggled.

"Are you seriously that naive? I told you already, I need my secret ingredient. I almost forgot Spike was here, so I guess I'm gonna have to bake him into a cupcake too. I wonder how dragons taste like."

Twilight growled and used her free hoof to pull all the other shackles off roughly. Pinkie pie was too distracted to notice. When Twilight was free, she did something she never thought she'd do, ever. She bit Pinkie pie real hard on her back. Pinkie pie gasped and released Spike. Spike landed on his back, still in a state of shock and pain.

Twilight released Pinkie pie and ran over to Spike. She carried Spike on her back and backed away from Pinkie pie, who had an insane grin on her face.

"Twilight, I never realized you wanted to taste me." Pinkie pie said, referring to when Twilight bit her. "Pinkie pie, please, stop!" Twilight begged. "Stop all of this madness! I'm your friend remember?" Pinkie pie giggled.

"My name isn't Pinkie pie anymore, silly. Its Pinkamena Diane Pie, the element of laughter. Has a nice ring to it don't it?" Pinkie pie said.

Pinkamena giggled as Twilight ran out of the basement with Spike still on her back. Twilight tried opening the door, but it wouldn't open. Until eventually, she stomped the door down. "Hey!" Pinkamena said. "We aren't done yet!"

But Pinkamena didn't bother chasing them. She wanted them to leave. Why? Well, she knew who they were gonna face next. Twilight ran as fast as she could back to her house. And when she got there, she laid Spike on his back and quickly pulled the knife out of his stomach. Spike cried out in pain as more blood oozed out. "I-I'm sorry Spike, but I have to cure it." Twilight said.

Twilight quietly sobbed as she cured Spike's wound. The thought of the most cheeriest pony in Ponyville doing this to some pony else, was truly a reason to cry. When she was done, she wrapped some ace wrapping around Spike's stomach and laid him down in his bed.

Then, she laid down in her own bed and sobbed relentlessly. Poor Twilight knew her friends were never gonna return to their normal state. How was she gonna reform them all in one single day? Then, a letter appeared. Twilight confusingly read the letter.

It read, **Dear Twilight, Clearly, you have lost. You aren't cable of reforming your friends in exactly twenty-four hours. So, let's make a deal. If you can reform Rainbow dash, than you automatically win and I will reform the rest for you in less than one minute. But if you don't, than your friends will never return to normal again, and you will be seeing me soon.**

Twilight knew this was gonna be difficult. Reforming the most fastest flyer and the most hard-headed pony in Ponyville wasn't going to be easy. But if she reformed her, than all her friends would be reformed too.

"Don't worry Rainbow dash." Twilight said. "Tomorrow, everything will be back to normal." Or so she thought.


	14. The rainbow factory's problem pt1

**previously on Ben 10 and the elements of insanity:**

"Twilight, i got Colgate!" Spike yelled.

"Twilight, i'm here and where's the patient?" Colgate asked.

"In here but hurry i don't know how long he can last with the blood loss." Twilight said worringly.

"Stand aside, let me see." Colgate said.

Twilight moved to the left to let him pass, but as she did Spike noticed a large cut on her leg. And went to wrap it up.

 _1 hour later._

"He should be fine now." Colgate told them.

"Thank you Colgate." Twilight and Spike said at the same time.

"No problem, but i must tell you that if that cut opens it might be to much to close it up, so when he wakes up tell him to take a rest for a couple of days and he sould be fine." Colgate told them.

"Thank you Colgate." Twilight said.

"Call me if you need me." Colgate said walking out the door.

"Good bye you two." Colgate said.

"Goodbye, Colgate." Twilight and Spike said.

 **chapter 14:**

Twilight woke up early the next day. She told Spike to stay home this time, for his wound was still healing. She quickly ate breakfast and made sure to pack a gun. That's right Twilight bought a gun. She had little practice with it, but figured out how to hold it properly in her mouth. But holding it in her mouth made it more difficult to pull the trigger. So she tried holding it with her hoof.

But that made it more difficult to hold the gun. Twilight never has a gun in her possession, and never thought she needed one, until now. She didn't like holding a gun at all, neither did anypony. But she couldn't use her magic and she didn't know how to fight, so she had no choice. She put the gun in her bag that she strapped around her back, and headed out the door.

She flew up to Cloudsdale In her hot air balloon, and noticed that Rainbow dash wasn't home. In fact, she just left. Twilight just seen her leave, for she had shot through the sky, leaving a rainbow trail behind. Twilight secretly followed Rainbow dash, wondering where she was headed to. Eventually, she came upon a huge factory. Lighting struck over it, and a dark rainbow just erupted from the factory.

But before she could go further a rainbow skinned pegasus pony flew by her, but stopped and turned around and said.

"Twilight? what are you doing here?" the pegasus asked.

"Who are you and how do you know my name?" Twilight asked.

"It's me Ben, and this is my pegasus form i call it 'CloudThunder'" Ben said.

"Wow you know you look kinda cute in this form." Twilight said and immediately blushed when she realised what she said.

"Er, thanks i guess but anyway what are you doing here?" Ben asked.

"I'm following Rainbow dash. why?" Twilight said.

"I am as well." Ben said.

"Well how do we get inside?" Twi asked.

"I have a plan." Ben said.

 _5 minutes later_

Pegasus ponies with lab coats were flying in and out of the factory. Twilight curiously yet cautiously managed to tip toe her way into the factory undetected. She hid behind a wall, and saw Rainbow dash go through a secret room. Twilight tried following, but she had been detected.

"Hey! You there! Halt!" One of the ponies said.

Twilight gasped and seen two masked ponies flying towards Twilight, holding their electrocution, stick, thingies (Twilight isn't very good when it comes to technology). Twilight ran as fast as she could, hoping they wouldn't catch up to her. But while she was running she failed to spot Ben sitting on the roof support beam that ran along the roof. As Twilight was running hoping they wouldn't catch up to her unfortunately, the masked ponies were fast, but not as fast as Rainbow dash. So Twilight managed to escape. However, more and more masked ponies began to detect Twilight, until Twilight just gave up.

Twilight skidded to a stop ( 5 feet away from Ben's hiding place.) She turned towards the masked ponies in defeat. She was panting, and sweat trailed down her purple coat. She needed to regain her breath before speaking. The masked ponies surrounded Twilight, ready to electrocute her.

"Okay, okay, you win." Twilight said panting.

"Who are you, and what are you doing here?" A masked pony asked.

"My name is Twilight Sparkle, and I've come to see Rainbow dash."

The masked ponies gasped and began whispering, before turning their attention back to Twilight.

"Aren't you the pony who defeated Nightmare moon?" One masked pony asked.

"And reformed Discord, the master of chaos?" Another masked pony asked.

"And took the amulet from the Great and Powerful Trixie?" A third masked pony asked.

"Well, yes." Twilight answered. "But i had some help from my pony friends and Ben." Twilight said now noticing Ben who had his index finger to his mouth as if to say 'don't tell them' "And one of my friends is Rainbow dash. Could i speak to her, please?"

"Hmm... i don't know."

"What do you mean?"

"Well, Rainbow dash told us that unicorns and earth ponies aren't allowed in this factory. Only Pegasus. This is a secret organization that nopony, besides us, is supposed to know about."

"I'm sure she'll understand. After all, We're friends. and if it was so secret, then why is your factory hovering over the sky right next to Cloudsdale?"

"Well, you see, ugh-"

"What's the hold up!" A familiar voice yelled.

The masked ponies, including Twilight and Ben (who was trying not to be spotted) Turned their attention towards a humanized Rainbow dash, about D cup bust size and also had a white lab coat with blood stains here and there on her blue coat. Her mane (or hair) and tail looked like a mess and had blood in her hair, and she had a mean frown the entire time.

"R-R-R-Rainbow dash?" Twilight asked.

"Twilight, what the hell are you doing here?" Rainbow dash asked calmly, but with a hint of annoyance.

"I-I-I-I wanted t-t-t-to ask you something."

"What is it Twilight?"

"I-I-I-I, ugh..."

Twilight looked around, sweating, not sure what so say.

"Ugh, i wanted to ask you why, you haven't been coming to Ponyville lately."

Rainbow dash stared at her for a while before answering.

"I've been busy. Now get out, before you stick your muzzle in places it shouldn't be stuck in." Rainbow dash demanded.

"W-What!? You've been busy!?" Twilight said. "That's all you have to say!? But-"

"Shut up!" Rainbow yelled.

Twilight was shocked, but closed her mouth. Rainbow was angry. Very angry.

"Work is more important then 'hanging out'! Don't you know much hard work takes to-"

Rainbow dash then stopped.

"...How much did you see?" Rainbow dash asked.

"W-What do you mean." Twilight asked.

"What did you...What did you see when you...entered this, factory?"

"The only thing i've seen is masked ponies-"

"Good. That means it's not too late for you to leave. Now get out."

"B-But Rainbow dash please-"

"I said get out!"

The masked ponies dragged Twilight towards the exit. Twilight struggled.

"Let me go, now!" Twilight yelled.

"Sorry Twilight, but you'll regret not leaving this factory." One masked pony said.

Twilight didn't listen. She managed to escape one of the pony's grasp and punched him in the jaw. The other masked pony gasped and growled.

"you just punched my brother! Why i ought kick your-"

Twilight bucked the other masked pony off. She then ran away from the masked ponies once again, avoiding them and their electrical sticks. While running, she ran into a wide room which looked like the main room. She immediately saw a bunch of crying fillies standing in the middle of the floor.

"W-What's going on here?"

One of the crying fillies turned their heads toward Twilight. Her eyes were stiff and full of tears. She sobbed, trying to speak.

"H-Help us, please, please!" She yelled.

"Oh my goodness, I-"

Before Twilight could finish, she felt someone's hoof slam against her head. Twilight landed on her back and rolled over a few times. She groaned and opened her eyes, only to see Rainbow dash, absolutely enraged.

"What the BUCK do you think you're doing!?" Rainbow dash asked.

Twilight hesitantly stood up with shaking legs. She knew she was going to have to face Rainbow dash's fury, and prepared for the worst. She stood tall and brave, although she was still afraid.

"Rainbow dash, why are all of these fillies crying, and what are they doing here?" Twilight asked. Rainbow dash growled furiously. "That's none of your business-"

"Why do you have blood on your coat, and what are all these masked ponies doing-"

"Twilight, shut up now-"

"No! I will not!" Twilight yelled.

Rainbow dash was surprised, and the room grew silent.

"I've been through way too much! All of our friends are acting psycho, and so are you! I have no clue what's going on here, but by the looks of it, whatever you doing, isn't good at all!"

Suddenly the doors and windows that lead outside slammed shut, after which there was the distinct sound of something squeaking and that same sound was coming from above Rainbow dash.

" **So you like to pick on fillies do you?** " A voice shouted at Rainbow dash, as for her Rainbow's ears drooped down.

"Hahahaha!" the voice laughed at her. Which caused Rainbow dash to start growling, she almost punched at Twilight.

If it wasn't for a shadowy figure jumping down from one of the lights and punching her away.

"Ben thank goodness your safe, and also how did you get up there?" Twilight asked.

"Dosen't matter. But what does matter is Rainbow's gonna pay!" The shadowy figure now identified as Ben said. While punching his fist into his open hand.

 **Please leave a like and please leave a review so i can make changes if i need to and if you'd like a pony OC of your own in the story don't forget to mention it in the review. This is MinecraftKing signing off until next time.** Also i will be rewriting this story when i get the chance.


	15. The rainbow factory's problem pt2

**previously on Ben 10 IS the Element Of Insanity:**

"I've been through way too much! All of our friends are acting psycho, and so are you! I have no clue what's going on here, but by the looks of it, whatever you doing, isn't good at all!"

Suddenly the doors and windows that lead outside slammed shut, after which there was the distinct sound of something squeaking and that same sound was coming from above Rainbow dash.

"So you like to pick on fillies do you?" A voice shouted at Rainbow dash, as for her Rainbow's ears drooped down.

"Hahahaha!" the voice laughed at her. Which caused Rainbow dash to start growling, she almost punched at Twilight.

If it wasn't for a shadowy figure jumping down from one of the lights and punching her away.

"Ben thank goodness your safe, and also how did you get up there?" Twilight asked.

"Doesn't matter. But what does matter is Rainbow's gonna pay!" The shadowy figure now identified as Ben said. While punching his fist into his open hand.

* * *

 **Chapter 14 pt2:**

"So then Rainbow Dash, wanna tell me what this is all about?" Ben asked/demanded.

"Why are you here?" Rainbow asked him while spitting blood from her mouth from where Ben had hit her.

"The reason i'm here is because of you, and what you're doing!" Ben told her. "But you didn't answer my question."

"Well, streams of Spectra, the individual colours of the rainbow, flow through large grates and into vast vats. From there, workers carefully and equally mix the spectra into the coagulated rainbow pools that dot and run through the factory and surrounding city. Next, that mixture is pumped to the floor below, where other employees atomize it and store it until the active weather Pegasi deploy it in field." Rainbow said.

"There has to be more to it than that." Ben replied.

"Do you want to know, or not." Rainbow said angrily.

"By all means go ahead." Ben replied.

"To become an employee of the upper Rainbow Factory mean sacrificing any life outside those black walls. Workers are sworn to secrecy and forbidden from leaving, and live inside the facility itself. Those few who ever managed to make it out not in a body bag were twisted and disturbed, too damaged to ever bring themselves to talk about it." Rainbow said.

"You see, a thousand years ago, when Celestia banished Luna from Equestria and sent her to the moon, she was charged with three tasks. She originally was in charge of raising the sun, and showering the land with rainbows. But, with the moon being an additional task, she had to hand down the responsibility of rainbows. Celestia entrusted the Pegasi of Cloudsdale to make the rainbows for her, from them on. For the first dozen years, we were given powerful unicorns to help create Spectra. Spectra is pure pigment, pure colour. Everything is full of Spectra, but you can't just harvest it. You can never separate colour from an object. So it was made artificially with magic, that is until our top engineers made a breakthrough. They discovered an ingenious way to extract pigment, and it was so beautiful even a simple machine could do it. But it couldn't be done with just anything. The conditions had to be right." Rainbow finished.

"But why?" Ben asked.

"Because It had to be live ponies! Only in ponies, where magic and Spectra ran freely together!" Rainbow Dash threw her head back and laughed maniacally.

"Okay Rainbow, there are 3 things you are right now; firstly you are sick, secondly you are twisted, and thirdly you are down right demented." Ben told her, she didn't like being told she was those things.

Ben turned to Twilight and said. "Let's get outta here Twilight!"

"There's no escaping the Rainbow Factory for you!" Rainbow yelled.

"Ben, LOOK OUT!" Twilight yelled.

Ben turned around just in time to get a fist to the face.

"YOU'RE NOT LEAVING HERE WITHOUT GOING THROUGH ME!" Rainbow yelled viciously at them.

"So it's a fight you want." Ben rhetorically. "THEN BRING IT ON!" He shouted at Rainbow, while scrolling through the Omnitrix's selection dial.

"I'm going to KILL YOU!" Rainbow yelled at him, as well as running to him. But was blinded by a big green flash.

 **Don't forget to leave a like, and don't forget to review, Until next time this is Minecraftian King 414 signing off. plus check out the new poll on my channel.**


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